Step 3: Form the PC

Forming a dental professional corporation differs from forming a normal company in four ways: the purpose clause must be limited to dentistry, ownership must be attested to licensed dentists, some states require a dental board certificate or registration before the entity may operate, and the name is constrained. Everything else is ordinary corporate formation. Have counsel file this, or at minimum review the filing before it goes in. A defective professional entity formation can invalidate payer contracts signed in its name and is expensive to correct after enrollment.

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What Bluebird did

Dr. Okafor incorporated Maya Okafor, D.D.S., P.C. in Georgia, doing business as Bluebird Dental. She is the sole shareholder, sole director, and president. The articles limit the corporation’s purpose to the practice of dentistry. Formation took nine days including the EIN.

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The parts that are different

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1. The dental purpose clause

A normal corporation can be formed “for any lawful purpose.” A professional corporation cannot. The articles must state that the corporation is organized to render one specific professional service, and in most states it may render only that service and services ancillary to it. Typical language:

The purpose for which this corporation is organized is to engage in the practice of dentistry and any other lawful act or activity for which corporations may be organized under [the state professional corporation act], provided that the corporation shall render professional services only through individuals licensed to practice dentistry in this state.

Two consequences founders miss:

• You cannot bolt on unrelated business lines to the PC. Whitening product retail, the membership plan’s administration, and software subscriptions generally belong in the DSO.
• You may not be able to combine professions. A PC organized to practice dentistry typically cannot also practice medicine; relevant the moment you add sleep medicine or facial aesthetics. Dental specialties (orthodontics, oral surgery, pediatrics) live inside dentistry and inside the same PC. See Specialty and multi-specialty groups.

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2. Dentist-only ownership

The articles, or an accompanying certificate, must state that all shareholders are licensed dentists. Some states extend this to directors and officers. This is the clause that makes the DSO-PC structure necessary and it is not negotiable. Your DSO cannot hold a single share. One notable aside: California allows specified allied licensees; physicians, registered dental hygienists, registered dental assistants, to hold up to 49% in aggregate of a dental corporation’s shares, and the allied shareholders may not outnumber the dentist shareholders (Corp. Code § 13401.5).¹ A handful of states have similar minority carve-outs (Maine for hygienists and denturists, North Dakota’s 49% lay allowance). None of them opens a path for the DSO: a management company is not an allied licensee.

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3. Board certificates and registrations, where required

Several states require dental-board involvement before filing, before opening, or during annual renewals: Check your state’s row on DSO laws by state before you assume this is a same-week filing. In certificate states, plan four to eight weeks.

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4. The name

Dental boards regulate practice names more aggressively than most professions. Most states require:

• A designator, “P.C.”, “Professional Corporation”, “P.A.”, or the state’s specified form
• Some states impose a surname constraint. Arkansas requires the corporate name to contain a shareholder’s name,³ and Massachusetts ties the office to the owning dentist’s name.⁴
• Some require board registration of the trade name. Oklahoma registers dental trade names with the Board of Dentistry, and Mississippi requires a responsible dentist to obtain approval and registration.⁵

This is why so many practices operate as “[Dentist Name], D.D.S., P.C. d/b/a [Brand]”. File the DBA separately and make sure your payer enrollments, bank accounts, and claims all use the legal name consistently; mismatches between your legal name and what payers have on file are a leading cause of claim rejections.

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The full filing sequence

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Share structure

Keep it simple. One class of common stock, a small number of authorized shares, and one shareholder. Complexity in a professional entity’s cap table creates CPOD questions rather than solving problems, and there is no reason to have a stock option pool in a PC. The stock certificate should carry a restrictive legend referencing the transfer restriction agreement. Without the legend, a transferee could argue they took the shares free of the restriction.

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Tax elections, flag to your CPA

Do not decide this yourself. Two things to raise:

• S-corporation election. A PC taxed as a C-corporation that qualifies as a personal service corporation is taxed at a flat 21% federal rate on retained earnings under IRC §11(b), with no graduated brackets. Many PCs elect S status so income passes through. Whether that’s right depends on the dentist’s overall tax position and the state’s treatment.
• Timing. The S election (Form 2553) has a deadline tied to the entity’s tax year. Missing it costs you a year.

See Prepare for taxes across entities.

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What you must not do

• Do not let the DSO be the incorporator or hold shares. Even temporarily, even “just to get it filed.”
• Do not use a generic online formation service for a professional entity in a board-certificate state. They file the wrong form.
• Do not skip the bylaws and organizational consents. Corporate formalities are load-bearing here: they are the evidence that the PC is a real, separately governed entity, which is exactly what a CPOD challenge attacks.

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Your artifact from this step

• Filed articles of incorporation, stamped by the state
• Board certificate of authorization or registration, where required, with its renewal date calendared
• Bylaws and organizational written consents
• Stock certificate issued to the dentist, with restrictive legend
• EIN confirmation letter (CP 575), you will need this for banking and payer enrollment
• State tax and unemployment registrations

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Checklist

• Name cleared with both the secretary of state and the dental board
• Board certificate or registration obtained (if required), renewal calendared
• Registered agent appointed
• Articles filed with dental purpose clause and dentist-ownership attestation
• Bylaws adopted; directors and officers elected (all licensees where required)
• Shares issued to the dentist with restrictive legend
• EIN obtained
• State tax and employer registrations complete
• S-election question raised with the CPA

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Next

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Sources

1. Cal. Corp. Code § 13401.5. Statute (leginfo).
2. W. Va. Code § 30-4-16. Statute (WV Legislature).
3. Ark. Code Ann. §§ 4-29-405, 4-29-408, in the Dental Practice Act compilation (Arkansas Dept. of Health, May 2025).
4. Mass. Gen. Laws c. 112, § 49. Statute.
5. 59 O.S. § 328.31, statute; Mississippi Board of Dental Examiners, Regulation 55.