> ## Documentation Index
> Fetch the complete documentation index at: https://dso.getlemma.com/llms.txt
> Use this file to discover all available pages before exploring further.

# Form a professional association (PA)

> Form a dental professional association in states that use the PA form, including Texas and Georgia, and understand Florida's P.A. designator.

A **professional association (PA)** is a distinct professional entity form used in a smaller number of states. **Texas** dentists organize as PAs alongside PCs and PLLCs; **Georgia** recognizes professional associations for dental practice; **Florida** entities under its professional service corporation act customarily use the "P.A." designator. Mechanically the PA functions much like a professional corporation, with state-specific differences in formation, governance, and naming.

Do not assume the PA form is available or appropriate outside the states that use it. In most states the choice is between a PC and a PLLC. Confirm on your [state page](/reference/legal/dso-laws-by-state) and with counsel.

## Prerequisites

* Confirmed that your state uses the PA form for dentistry
* A licensed dentist eligible to own the entity, with diligence completed; see [Vet a friendly dentist](/guides/formation/vet-a-friendly-dentist)
* A compliant name
* A registered agent
* Counsel licensed in the state

## Texas: the main case

Texas dentists practice through **professional associations, PCs, or PLLCs** under Title 7 of the Business Organizations Code.<sup>1</sup> The PA is the traditional dental form.

Key Texas considerations:

* **Ownership** must follow Texas dental and professional-entity law. Texas defines owning, maintaining, or operating an office in which another person is employed or engaged to practice dentistry as practicing dentistry. Tex. Occ. Code § 251.003(a)(4). Unlicensed practice is a third-degree felony, with each day treated as a separate offense.<sup>2</sup>
* **Officers and directors** must generally be licensed
* Texas has express **corporate-practice-of-dentistry (CPOD)** restrictions. The OrthAlliance/OCA cases applied Texas law to the agreements before those courts.<sup>3</sup> Draft the management services agreement against the current statutes and the full fact pattern rather than treating the cases as a national rule.
* Texas requires specified dental support organizations to register annually with the secretary of state by January 31 under Tex. Bus. & Com. Code chapter 73. The filing is separate from formation of the PA. See [Register a DSO](/guides/compliance/register-a-dso).<sup>4</sup>

See [Texas](/reference/legal/states/texas).

## Georgia and Florida

Georgia permits dental practice through a **professional association** under O.C.G.A. Title 14, Chapter 10, a professional corporation under Chapter 7, or a qualifying all-dentist LLC. The dental-practice act addresses employment by other types of corporations. O.C.G.A. § 43-11-47(a)(7)(A).<sup>5</sup> Florida's Professional Service Corporation and Limited Liability Company Act appears in Fla. Stat. ch. 621. Florida practices may use the "P.A." designator or a qualifying PLLC form, subject to the ownership requirements in § 466.0285.<sup>6</sup>

## Steps

<Steps>
  <Step title="Confirm the PA is the right form">
    In Texas, compare a PA with a PLLC using state-law and tax advice. The choice depends on governance, tax treatment, and the group's transaction documents.
  </Step>

  <Step title="Clear the name">
    PA naming requires the designator, "P.A." or "Professional Association", and may be subject to dental board trade-name rules. File a DBA if the brand differs, and confirm how the board requires the owner-dentist to appear in advertising.
  </Step>

  <Step title="Appoint a registered agent">
    In the state of formation.
  </Step>

  <Step title="File the certificate of formation">
    Include:

    * **A dental purpose statement**
    * **A licensee ownership attestation**
    * Governance structure, because PAs are often governed like corporations with directors and officers
    * Registered agent and office
  </Step>

  <Step title="Adopt bylaws and hold the organizational meeting">
    Elect directors and officers (licensed dentists where required), adopt bylaws, authorize the issuance of ownership interests and the opening of bank accounts. Record by written consent.
  </Step>

  <Step title="Issue ownership interests with transfer restrictions">
    With a restrictive legend if certificated. Execute the transfer restriction agreement at or immediately after issuance. See [Draft the stock transfer restriction](/guides/agreements/draft-stock-transfer-restriction).
  </Step>

  <Step title="Get the EIN">
    Free from the IRS. Save the CP 575 and record the legal name exactly.
  </Step>

  <Step title="Register for state taxes and as an employer">
    In Texas this includes the **franchise tax** and Workforce Commission registration. Note that Texas has no state income tax but does impose a franchise (margin) tax on entities.
  </Step>
</Steps>

## Verify it worked

* [ ] State-stamped certificate of formation
* [ ] Entity active and in good standing
* [ ] Bylaws and organizational consents in the minute book
* [ ] Ownership interests issued with transfer restrictions in place
* [ ] CP 575 received; legal name recorded
* [ ] Franchise tax and employer registrations complete
* [ ] In Texas, the DSO's ch. 73 registration filed or calendared

## Common failure modes

| Failure                                                  | Consequence                             |
| -------------------------------------------------------- | --------------------------------------- |
| Using the PA form in a state that doesn't recognize it   | Invalid professional entity             |
| Filing an ordinary corporation instead of a PA           | Professional entity requirements unmet  |
| Non-dentist officers or directors                        | Governance defect in a strict state     |
| Forming the PA but forgetting the Texas DSO registration | Civil penalties up to \$\$1,000 per day |
| Missing the franchise tax registration                   | Loss of good standing                   |

## Sources

1. Tex. Bus. Orgs. Code tit. 7 (chs. 301–303); see [Texas](/reference/legal/states/texas).
2. Tex. Occ. Code [§ 251.003](https://texas.public.law/statutes/tex._occ._code_section_251.003); [§ 264.151](https://texas.public.law/statutes/tex._occ._code_section_264.151).
3. *Penny v. Orthalliance, Inc.*, 255 F. Supp. 2d 579 (N.D. Tex. 2003); *In re OCA, Inc.*, 552 F.3d 413 (5th Cir. 2008). See [DSO case law](/reference/legal/dso-case-law).
4. Tex. Bus. & Com. Code ch. 73, added by [S.B. 519 (2015)](https://capitol.texas.gov/tlodocs/84R/billtext/html/SB00519F.htm); [§ 73.001](https://texas.public.law/statutes/tex._bus._and_com._code_section_73.001).
5. O.C.G.A. [§ 43-11-47](https://codes.findlaw.com/ga/title-43-professions-and-businesses/ga-code-sect-43-11-47/).
6. Fla. Stat. [ch. 621](https://www.leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute\&URL=0600-0699/0621/0621.html); Fla. Stat. [§ 466.0285](https://www.leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute\&URL=0400-0499/0466/Sections/0466.0285.html).