> ## 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. # Step 3: Form the PC > File articles of incorporation for a dental professional entity: the dental purpose clause, dentist-only ownership, board certificates and registrations, naming rules, bylaws, and the EIN. Forming a dental professional corporation involves requirements that do not apply to an ordinary business corporation. Depending on the state, those may include a dentistry-specific **purpose clause**, licensed ownership and governance, a **dental board certificate or registration**, and professional naming rules. Confirm the filing requirements for the selected state and consider having formation counsel prepare or review the documents before submission. Errors are harder to correct after the entity has opened bank accounts, enrolled with payers, and signed contracts. ## 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. ## The parts that are different ### 1. The dental purpose clause Ordinary business-corporation filings may allow an "any lawful purpose" clause. A professional corporation often needs a purpose clause tied to **a specified professional service**, and state law may limit it to that service and related activities. 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 to address before filing: * **Keep unrelated business lines outside the PC unless state law and counsel support them.** Whitening-product retail, membership-plan administration, and software subscriptions may belong in the DSO or another entity. * **Confirm whether the entity may combine professions.** A PC organized to practice dentistry may not also have authority to practice medicine, which matters when adding sleep-medicine or facial-aesthetics services. Analyze specialties and licensed services under the relevant statutes. See [Specialty and multi-specialty groups](/concepts/specialties/specialty-and-multi-specialty-groups). ### 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. In states that require dentist ownership, the DSO cannot hold shares in the professional entity. Confirm whether the state also restricts directors, officers, managers, or other equity holders. **California** permits certain allied licensees, including physicians, registered dental hygienists, and registered dental assistants, to hold up to **49% in aggregate** of a dental corporation's shares. Allied shareholders may not outnumber dentist shareholders (Corp. Code § 13401.5).1 Other states have different minority-ownership rules, including Maine provisions for specified dental professionals and North Dakota's defined lay allowance. Do not treat those exceptions as general permission for a management company to own the practice. ### 3. Board certificates and registrations, where required Several states require dental-board involvement before filing, before opening, or during annual renewals: | Example state | Requirement | | ----------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | | **West Virginia** | No corporation or PLLC may practice dentistry without a **certificate of authorization** from the Board of Dentistry, renewed annually by June 30 (W. Va. Code § 30-4-16(c), (e))2 | | **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, renewed annually (Ark. Code Ann. § 4-29-408)3 | | **New York** | Professional entity filings go through the State Education Department, which reviews the certificate of incorporation before the Department of State files it | Check the relevant state page in [DSO laws by state](/reference/legal/dso-laws-by-state) and confirm current processing times with the board. A required board certificate can extend the formation timeline. ### 4. The name Dental statutes and boards may add naming rules beyond the secretary of state's ordinary entity-name review. Check for: * 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 Many practices therefore use a legal name such as *"\[Dentist Name], D.D.S., P.C."* and register a separate brand as a DBA. Keep the legal name and DBA fields consistent across payer enrollment, banking, contracts, and claims. ## The full filing sequence Confirm availability with the secretary of state and against the dental board's naming rules. Reserve it if the state allows. Submit the application to the dental board with proof of the shareholder's license. Budget weeks, not days, and calendar the annual renewal where the state has one. Required in the state of incorporation. See [Choose registered agents across states](/guides/formation/choose-a-registered-agent). With the dental purpose clause, dentist-ownership attestation, share structure, registered agent, and incorporator. Elect directors and officers, authorize and issue shares to the dentist, adopt bylaws, authorize bank accounts. Document with written consents. These minutes matter. See [Maintain corporate formalities](/guides/formation/maintain-corporate-formalities). And immediately make it subject to the stock transfer restriction agreement, with the restrictive legend on the certificate itself. Free, online, 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 will be the dentist-owner. Do not use a third-party service that charges for this. State tax registration and unemployment insurance registration, since the PC will be an employer. ## Share structure For Bluebird, the PC uses one class of common stock, a small number of authorized shares, and one shareholder. Additional classes, option rights, or holders can create professional-ownership and governance questions, so add them only after state-specific review. 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. ## 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](/guides/banking/prepare-for-taxes). ## Avoid formation mistakes * **Do not let the DSO be the incorporator or hold shares.** Do not use temporary ownership or incorporation as a filing shortcut. * **Do not rely on a generic online formation workflow** in a board-certificate state without checking the professional filing path. The ordinary form may omit the board step or required language. * **Adopt bylaws and organizational consents.** These records show how the professional entity was authorized, governed, and capitalized and support its treatment as a separate entity. ## 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 ## 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 ## Next Form the support company and document its permitted role. ## Sources 1. Cal. Corp. Code § 13401.5. [Statute (leginfo)](https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?sectionNum=13401.5.\&lawCode=CORP). 2. W. Va. Code § 30-4-16. [Statute (WV Legislature)](https://code.wvlegislature.gov/30-4-16/). 3. Ark. Code Ann. §§ 4-29-405, 4-29-408, in the [Dental Practice Act compilation (Arkansas Dept. of Health, May 2025)](https://healthy.arkansas.gov/wp-content/uploads/May-2025-Dental-Practice-Act.pdf). 4. Mass. Gen. Laws c. 112, § 49. [Statute](https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXVI/Chapter112/Section49). 5. 59 O.S. § 328.31, [statute](https://www.oscn.net/applications/oscn/DeliverDocument.asp?CiteID=95493); Mississippi Board of Dental Examiners, [Regulation 55](https://www.dentalboard.ms.gov/sites/dentalboard/files/regulation55.pdf).