> ## 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 PLLC > File articles of organization for a professional limited liability company holding a dental practice: the dental purpose statement, member licensure, the operating agreement, and the states where an LLC is doubtful for dentistry. A **professional limited liability company (PLLC)** is an LLC restricted to licensees of a specified profession. Where available for dentistry, it offers lighter governance and default pass-through taxation compared to a PC. It is **not** available for dental practice in every state. Confirm that the state permits the form before using it in the structure. California does not authorize PLLCs to render professional dental services; dental practices there use dental corporations under the Moscone-Knox Professional Corporation Act.1 Other states authorize LLCs generally but describe dental practice entities only as corporations, creating a separate dental-law question. * **Missouri:** the practice act says that a corporation may practice dentistry only when organized under chapter 355 for qualifying nonprofits or chapter 356 for professional corporations. Mo. Rev. Stat. § 332.081.3 does not address LLCs, so obtain state-specific advice before using the form.2 * **Connecticut:** Conn. Gen. Stat. § 20-122(a) excepts professional-service corporations organized under chapter 594a from its restriction and does not address LLCs. Verify the permitted form with counsel.3 Some states address the form expressly. Georgia permits an LLC whose members are licensed dentists and whose professional-judgment decisions are made by licensed dentists. O.C.G.A. § 43-11-47(a)(7)(A). New Jersey has no separate PLLC statute but permits qualifying dentist-owned LLCs under the board's rules.4 Review both the **dental practice act** and the entity statute, along with the relevant [state page](/reference/legal/dso-laws-by-state). ## Prerequisites * Confirmation that the state permits a PLLC or dentist-owned LLC **for dentistry**; see [DSO laws by state](/reference/legal/dso-laws-by-state) * A licensed dentist eligible to be the proposed member, with diligence completed; see [Vet a friendly dentist](/guides/formation/vet-a-friendly-dentist) * A compliant name * A registered agent * Counsel engaged ## Steps Check the dental practice act first, then the state's LLC act and professional entity provisions, then the dental board's rules. A state whose LLC act permits professional LLCs may still have a practice act written in corporation-only terms, as Missouri's is. PLLCs require their own designator, "PLLC", "P.L.L.C.", or "Professional Limited Liability Company" depending on the state. The same surname constraints and board trade-name rules that apply to dental PCs often apply here. Some states require a dental-board certificate before the entity may practice. West Virginia's certificate of authorization applies to PLLCs as well as corporations.5 Confirm processing time before setting the opening date. In the state of organization. Must include: * **A dental purpose statement** limiting the company to the practice of dentistry * **A member licensure attestation** * Management structure, often member-managed for a single-member professional entity * Registered agent and office The PLLC's equivalent of bylaws, and the more important document because LLC statutes default to permissive rules. It should address: * **Membership interests**, restricted to licensed dentists * **Transfer restrictions**, cross-referenced to, or integrated with, the transfer restriction agreement * **Management and voting** * **Clinical authority**, stating explicitly that diagnosis, treatment planning, and all professional judgment rest with the licensed members * **Distributions** * **Dissolution and the effect of a member's death, disability, or loss of license**, drafted against the state's statutory transition window; see [Plan for succession](/guides/formation/plan-for-succession) A PLLC has membership interests rather than certificated shares, so its transfer mechanism differs from a PC's. Restrictions often appear in the operating agreement and a separate transfer agreement rather than on a certificate legend. Confirm that the process works under the state's LLC act. See [Draft the stock transfer restriction](/guides/agreements/draft-stock-transfer-restriction). Free and same-day from the IRS. Save the CP 575. Note: a single-member LLC is a disregarded entity by default, but it still needs its own EIN as an employer, and payers will require one. Withholding and unemployment insurance, since the PLLC employs the dentists and hygienists. Default pass-through, with S-corporation election available. Different analysis from a PC's, and worth an actual conversation. ## PC vs PLLC, the practical differences | | PC | PLLC | | ------------------------------ | ----------------------------------------- | --------------------------------------------------------- | | Ownership unit | Shares | Membership interests | | Governing document | Bylaws | Operating agreement | | Governance burden | Board, officers, annual meetings, minutes | Lighter; member or manager managed | | Transfer restriction mechanism | Legend on certificate + agreement | Operating agreement + agreement | | Default tax | C-corporation | Disregarded or partnership | | Availability for dentistry | Nearly universal | Varies by state; doubtful in MO and CT, unavailable in CA | **The lighter governance is a genuine advantage and a subtle risk.** Corporate formalities are part of what evidences the professional entity as separately governed. A PLLC with no meetings, no consents, and no records is easier to characterize as an instrumentality of the DSO. Document decisions even though the statute doesn't require it. See [Maintain corporate formalities](/guides/formation/maintain-corporate-formalities). ## Verify it worked * [ ] State-stamped articles of organization * [ ] Entity active and in good standing * [ ] Dental board certificate issued, where required * [ ] Operating agreement executed, with clinical authority and transfer restrictions addressed * [ ] CP 575 received; legal name recorded exactly * [ ] Tax and employer registrations complete ## Common failure modes | Failure | Consequence | | ------------------------------------------------------------------------ | --------------------------------------------- | | LLC form used where the dental practice act recognizes only corporations | Entity may be invalid for practice | | Ordinary LLC filed instead of a professional LLC | No professional entity; ownership rules unmet | | Operating agreement silent on clinical authority | Weakens the CPOD posture | | Transfer restrictions that don't work under the state's LLC act | No succession mechanism | | DSO holding a membership interest | Direct CPOD violation | | Name missing the PLLC designator | Filing rejected | ## Sources 1. Cal. Bus. & Prof. Code §§ 1800–1808; Moscone-Knox Professional Corporation Act, Cal. Corp. Code § 13400 et seq. [B\&P § 1625](https://california.public.law/codes/business_and_professions_code_section_1625). 2. Mo. Rev. Stat. [§ 332.081](https://revisor.mo.gov/main/OneSection.aspx?section=332.081). 3. Conn. Gen. Stat. [§ 20-122](https://law.justia.com/codes/connecticut/title-20/chapter-379/section-20-122/). 4. O.C.G.A. [§ 43-11-47](https://codes.findlaw.com/ga/title-43-professions-and-businesses/ga-code-sect-43-11-47/); N.J.A.C. 13:30-8.13, [N.J. Board of Dentistry rules](http://web.archive.org/web/20250413105810/https://www.njconsumeraffairs.gov/regulations/Chapter-30-New-Jersey-Board-of-Dentistry.pdf). 5. W. Va. Code [§ 30-4-16](https://code.wvlegislature.gov/30-4-16/).