Can a Louisiana professional medical corporation convert itself into an LLC and keep practicing medicine?

Plain-English summary

Louisiana's Secretary of State asked the AG whether her office should let a customer convert a professional medical corporation into a limited liability company (LLC), where the customer intends for the LLC to keep practicing medicine. The AG said no.

Louisiana law, La. R.S. 12:902, allows licensed physicians (and podiatrists) to form a corporation specifically for the purpose of practicing medicine. That corporation is subject to a specific set of rules governing professional medical corporations. Two of those rules matter here: La. R.S. 12:912 says professional medical corporations may only merge into, or consolidate with, other professional medical corporations, and La. R.S. 12:914 subjects them to the discipline and rulemaking authority of the Louisiana State Board of Medical Examiners.

Converting a professional medical corporation into an LLC that keeps practicing medicine would functionally be a merger or consolidation with a non-medical-corporation entity, exactly what La. R.S. 12:912 forbids. The AG's opinion also draws on this office's own prior opinions: no professional corporation may amend its charter to convert itself into a plain business corporation unless it has stopped practicing its profession, and this office has applied the same rule when professional legal and medical corporations tried to convert to LLCs. Because the customer here plans for the LLC to keep practicing medicine, the conversion should not be allowed.

What this means for you

Physicians and medical practices structured as professional corporations. If you want to restructure into an LLC while continuing to practice medicine under that entity, this opinion says the Secretary of State should not process that conversion. The path this opinion leaves open is converting only after the corporation has genuinely ceased practicing medicine.

Corporate and business attorneys handling entity conversions for licensed professionals. This opinion extends a rule already applied to professional legal corporations (per the opinion's own citation to a prior legal-corporation opinion) to professional medical corporations. Expect the same analysis for other licensed-profession corporations with similar merger-restriction statutes.

Secretary of State filing staff. This opinion gives a basis to reject a conversion filing where the requester's stated intent is to keep practicing medicine through the new LLC. It does not establish a general bar on professional corporations ever becoming LLCs, only on doing so while remaining in the regulated practice.

Common questions

Q: Could this medical corporation become an LLC at all, under any circumstances?
A: Yes, according to the opinion's own reasoning: if the corporation ceases practicing medicine, it may then amend its articles of incorporation to convert into a Louisiana business corporation (and, by the logic applied here, potentially an LLC). The bar is specifically on converting while continuing to practice medicine.

Q: Does this apply to professional corporations for other licensed professions, like law or nursing?
A: The opinion cites its own prior treatment of professional legal corporations attempting the same LLC conversion, applying the same reasoning. The underlying statutes differ by profession, so the exact citation would change, but the pattern (merger/consolidation restricted to same-profession entities, conversion barred while practice continues) appears consistent across this office's opinions.

Q: Why does the Board of Medical Examiners matter here?
A: La. R.S. 12:914 subjects professional medical corporations to the discipline and rulemaking authority of the Board. Converting to an LLC that keeps practicing medicine would be treated as a prohibited merger or consolidation that could sidestep that regulatory oversight.

Background and statutory framework

Professional medical corporations. La. R.S. 12:902 lets one or more licensed physicians or podiatrists form a corporation to practice medicine or podiatry, subject generally to Louisiana's business corporation law except where inconsistent with the specific chapter governing professional medical corporations.

The merger restriction. La. R.S. 12:912 limits mergers and consolidations of professional medical corporations to other professional medical corporations only.

Board of Medical Examiners oversight. La. R.S. 12:914 subjects professional medical corporations to the discipline of, and rulemaking by, the Louisiana State Board of Medical Examiners governing the practice of medicine or podiatry.

This office's prior opinions on professional-corporation conversions. The opinion cites La. Atty. Gen. Op. No. 80-1275 (no professional corporation may convert to a business corporation by charter amendment) and No. 80-1275(A) (exception where the corporation has ceased practicing its profession), plus a companion opinion (La. Atty. Gen. Op. No. 24-0027) applying the same rule to a professional legal corporation's attempted LLC conversion.

Liz Murrill is the Attorney General of Louisiana. Harley Freiler signed the opinion as Assistant Attorney General.

Citations and references

Statutes:
- La. R.S. 12:902 (formation of professional medical/podiatry corporations)
- La. R.S. 12:912 (mergers/consolidations limited to other professional medical corporations)
- La. R.S. 12:914 (Board of Medical Examiners discipline and rulemaking authority)

Prior AG opinions referenced:
- La. Atty. Gen. Op. No. 80-1275 (no professional corporation may convert to business corporation by charter amendment)
- La. Atty. Gen. Op. No. 80-1275(A) (exception if the corporation has ceased practicing its profession)
- La. Atty. Gen. Op. No. 24-0027 (same rule applied to a professional legal corporation's LLC conversion)

Source

• Landing page: https://www.ag.state.la.us/Opinions
• Original PDF: https://www.ag.state.la.us/Opinion/Download/25-0072

Original opinion text

Best-effort transcription from a scanned PDF. Minor errors may remain, the linked PDF is authoritative.

STATE OF LOUISIANA
DEPARTMENT OF JUSTICE
OFFICE OF THE ATTORNEY GENERAL
P.O. Box 94005
BATON ROUGE, LA 70804-9005

LIZ MURRILL
ATTORNEY GENERAL

July 24, 2025

OPINION 25-0072

13-A - CORPORATIONS
La. R.S. 12:902, La. R.S. 12:912, La. R.S. 12:914

Honorable Nancy Landry
Louisiana Secretary of State
P.O. Box 94125
Baton Rouge, LA 70804-9125

The Secretary of State should not allow a customer to convert a professional medical corporation to a limited liability company (LLC) when the customer plans for the LLC to continue to engage in the practice of medicine.

Dear Secretary Landry:

Our office received your request for an opinion regarding whether the Secretary of State should allow a customer to convert a professional medical corporation to a limited liability company (LLC).

In your opinion request, you advise that the customer intends to continue to engage in the practice of medicine through this LLC.

Question: Whether the Secretary of State should allow a customer to convert a professional medical corporation to a limited liability company (LLC), if the customer wants the LLC to be able to continue to engage in the practice of medicine.

Conclusion: No. The Secretary of State should not allow a customer to convert a professional medical corporation to a limited liability company (LLC) which will continue to engage in the practice of medicine.

Relevant to your inquiry is La. R.S. 12:902, which provides (emphasis added):

One or more natural persons, of full age and duly licensed to practice medicine or podiatry in this state, may form a corporation under Chapter 1 of this Title for the purpose of practicing medicine or podiatry. Such corporations shall be subject to all of the provisions of Chapter 1 as the same may from time to time be amended, except to the extent that such provisions are inconsistent with the provisions of this Chapter.

To permit a professional medical corporation to convert itself into an LLC would conflict with the other provisions of Chapter 9, which govern professional medical corporations. First, under La. R.S. 12:912, "[p]rofessional medical corporations may be merged into or consolidated only with other professional medical corporations." Second, professional medical corporations, under La. R.S. 12:914, "... shall be subject to the discipline of the Louisiana State Board of Medical Examiners and to its authority to adopt rules and regulations governing the practice of medicine or podiatry." To permit a professional medical corporation to convert itself into an LLC would be considered a prohibited merger or consolidation.

This office has opined that "no professional corporation may by amendment to its charter convert itself into a business corporation," unless the corporation has ceased to practice its profession. If the corporation has ceased to practice its profession, it may amend its articles of incorporation to convert itself into a Louisiana business corporation. Furthermore, this office has treated the conversion of a professional legal corporation to an LLC in the same manner.

Based on information provided in your request, the customer has not ceased to practice medicine and plans for the LLC to continue to engage in the professional practice of medicine. As such, the customer should not be allowed to convert the professional medical corporation into an LLC.

We trust that this opinion of the Attorney General adequately responds to your inquiry. However, if our office can be of further assistance, please do not hesitate to contact us.

With best regards,

LIZ MURRILL
ATTORNEY GENERAL

BY:
Harley Freiler
Assistant Attorney General

LM:HF

Footnotes referenced in the opinion:

1. La. Att. Gen. Op. No. 80-1275.
2. La. Att. Gen. Op. No. 80-1275(A).
3. La. Att. Gen. Op. No. 80-1275(A).
4. La. Att. Gen. Op. No. 24-0027.