> ## 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 corporation

> File articles of incorporation for a dental PC: the dental purpose clause, dentist-only shareholders, board certificates and pre-approvals, trade-name rules, bylaws, share issuance, and the EIN.

This guide covers the mechanical steps for forming a professional corporation to operate a dental practice. First confirm that the state permits or requires this form. If you have not done that analysis, start with [PC vs. PLLC vs. PA](/concepts/entities/pc-vs-pllc-vs-pa).

Have dental-healthcare counsel file this or review the filing. A defective professional entity formation can invalidate payer contracts signed in its name and is expensive to correct after enrollment.

## Prerequisites

* A licensed dentist eligible to own the entity, with license status, disciplinary history, and applicable [OIG LEIE](https://exclusions.oig.hhs.gov/) and [SAM.gov](https://sam.gov/) screening completed; see [Vet a friendly dentist](/guides/formation/vet-a-friendly-dentist)
* Confirmation that the state permits the chosen entity form; see [DSO laws by state](/reference/legal/dso-laws-by-state) and the individual state page
* A name that satisfies both corporate and dental board naming rules
* A registered agent in the state of incorporation
* Counsel engaged

## The default rule: dentists only

Many states restrict a dental PC's shareholders, directors, or officers to licensed dentists, but the exact rules differ. California, for example, allows specified other licensees, including physicians, hygienists, and registered dental assistants, to hold up to 49% in aggregate, provided they do not outnumber the dentist shareholders.<sup>1</sup> Verify each proposed owner and governance role before filing. Do not place the dental support organization (DSO) in an ownership or governance role unless the state's law expressly permits it. See [Who can own a dental practice](/concepts/entities/who-can-own-a-dental-practice).

## Steps

<Steps>
  <Step title="Clear the name with both authorities">
    Check both name availability with the secretary of state and compliance with dental-board naming rules. States may require a designator such as "P.C.," "Professional Corporation," or "Dental Corporation." Arkansas requires the corporate name to include a shareholder's name and routes fictitious names through board approval. Oklahoma registers dental trade names with the Board of Dentistry. Delaware requires advertising under a trade name to include the proper name of a dentist-owner.<sup>2</sup>

    Reserve the name if the state permits. If the DSO brand differs from the professional entity's legal name, file any required DBA or trade-name registration and check the rules for signage and advertising.
  </Step>

  <Step title="Obtain the dental board certificate or pre-approval, if required">
    Several states put the dental board in the filing path, before or immediately after the secretary of state:

    * **West Virginia:** a corporation must hold a **certificate of authorization from the Board of Dentistry** before practicing dentistry or holding itself out as able to do so. Renewal is due annually by June 30. W. Va. Code § 30-4-16(c), (e).<sup>3</sup>
    * **Arkansas:** a dental corporation must hold a **certificate of registration from the Board of Dental Examiners** before it may open, operate, or maintain an establishment. The certificate renews annually and is nonassignable. Ark. Code Ann. § 4-29-408.<sup>4</sup>
    * **New York:** organizing a PC requires a licensing-authority certificate confirming that each proposed shareholder, director, and officer is authorized to practice. N.Y. Bus. Corp. Law § 1503.<sup>5</sup>

    Allow time for the board process in certificate states and place renewals on the compliance calendar. Confirm the expected processing time on the [state page](/reference/legal/dso-laws-by-state) and with the issuing board.
  </Step>

  <Step title="Appoint a registered agent">
    Appoint a registered agent in the state of incorporation. If expansion is likely, consider whether one vendor can cover the expected states. See [Choose registered agents across states](/guides/formation/choose-a-registered-agent).
  </Step>

  <Step title="File articles of incorporation">
    Must include:

    * **A dental purpose clause** limiting the corporation to the practice of dentistry and permitted ancillary activities where state law requires it
    * **A licensee ownership attestation** stating all shareholders are licensed dentists
    * Share structure, one class of common stock, a modest number of authorized shares
    * Registered agent and registered office
    * Incorporator (should be the dentist or counsel, **never** the DSO)
  </Step>

  <Step title="Hold the organizational meeting and adopt bylaws">
    Written consent may be used where permitted. Elect directors and officers who meet the state's license requirements, adopt bylaws, authorize share issuance, and approve bank accounts and signers.

    File the consents in the minute book. The records help demonstrate that the professional entity is separately governed and that required decisions were made through the proper authority. See [Maintain corporate formalities](/guides/formation/maintain-corporate-formalities).
  </Step>

  <Step title="Issue the stock certificate with a restrictive legend">
    Issue shares to the dentist. The certificate must carry a **restrictive legend** referencing the stock transfer restriction agreement. Without the legend, a transferee could argue they took free of the restriction.

    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 and same-day from the IRS at [irs.gov](https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online). The responsible party is the dentist-owner. Do not pay a third-party service for this.

    **Save the CP 575 confirmation letter.** You will need it for banking and every payer enrollment, and the legal name on it must match what you use everywhere else.
  </Step>

  <Step title="Register with state tax and labor agencies">
    State income tax withholding and unemployment insurance registration, since the PC will employ the dentists and hygienists.
  </Step>

  <Step title="Raise the S-election question with your CPA">
    A PC taxed as a C corporation that qualifies as a personal-service corporation faces the federal rate under IRC § 11(b). Some entities elect S corporation status. Calendar the Form 2553 deadline based on the tax year and confirm the election with the tax adviser.
  </Step>
</Steps>

## Verify it worked

* [ ] State-stamped articles of incorporation in hand
* [ ] Dental board certificate of authorization or registration issued, where the state requires one, with its renewal calendared
* [ ] Entity shows as active and in good standing on the secretary of state's website
* [ ] Bylaws and organizational consents in the minute book
* [ ] Stock certificate issued, with restrictive legend
* [ ] CP 575 EIN letter received, with the legal name recorded exactly as printed
* [ ] State tax and employer registrations confirmed

## Common failure modes

| Failure                                                         | Consequence                                                        |
| --------------------------------------------------------------- | ------------------------------------------------------------------ |
| Generic "any lawful purpose" clause instead of a dental purpose | Filing rejected, or an entity that doesn't qualify as professional |
| DSO listed as incorporator or shareholder                       | Direct CPOD violation                                              |
| Skipping the board certificate or pre-approval                  | Filing rejected, or an entity practicing without authorization     |
| Letting a board certificate lapse at renewal                    | Same                                                               |
| Non-dentist officers or directors where prohibited              | Governance defect                                                  |
| Trade name used without board registration or approval          | Board discipline against the dentist-owner                         |
| No restrictive legend on the certificate                        | Transfer restriction may be unenforceable against a transferee     |
| Legal name in NPPES or on the W-9 differs from the CP 575       | Payer enrollment rejections for months                             |
| Using an online formation service in a certificate state        | Wrong form filed                                                   |
| No bylaws or organizational consents                            | Weakens the corporate-separateness defense                         |

**The legal name must match everywhere.** The CP 575, the W-9, NPPES, the payer applications, and the bank account must all carry the identical legal name. Name mismatch is the leading cause of first-claim rejections, and resolving it means re-filing enrollment with every payer.

## Sources

1. Cal. Corp. Code § 13401.5; dental corporations under Cal. Bus. & Prof. Code §§ 1800–1808. [B\&P § 1625](https://california.public.law/codes/business_and_professions_code_section_1625).
2. Ark. Code Ann. §§ 4-29-405, 17-82-104(a)(1)(B), [Arkansas Dental Practice Act compilation (May 2025)](https://healthy.arkansas.gov/wp-content/uploads/May-2025-Dental-Practice-Act.pdf); Okla. Stat. tit. 59, [§ 328.31](https://www.oscn.net/applications/oscn/DeliverDocument.asp?CiteID=95493); 24 Del. C. § 1171.
3. W. Va. Code [§ 30-4-16](https://code.wvlegislature.gov/30-4-16/).
4. Ark. Code Ann. § 4-29-408, [Arkansas Dental Practice Act compilation (May 2025)](https://healthy.arkansas.gov/wp-content/uploads/May-2025-Dental-Practice-Act.pdf).
5. N.Y. Bus. Corp. Law [§ 1503](https://www.nysenate.gov/legislation/laws/BSC/1503).