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

Plain-English summary

This is a companion request to the same-day medical-corporation opinion (La. Atty. Gen. Op. No. 25-0072): Louisiana's Secretary of State asked whether her office should allow a customer to convert a professional nursing corporation into a limited liability company (LLC), where the LLC would keep practicing nursing. The AG said no, applying the same reasoning used for medical corporations.

La. R.S. 12:1072 lets licensed nurses form a corporation to practice nursing, subject to Louisiana's general corporation law except where it conflicts with the specific chapter governing professional nursing corporations. Two provisions of that chapter matter: La. R.S. 12:1082 restricts mergers and consolidations of professional nursing corporations to other professional nursing corporations, and La. R.S. 12:1084 subjects them to the discipline and rulemaking authority of the Louisiana State Board of Nursing.

Converting to an LLC that keeps practicing nursing would be treated as a prohibited merger or consolidation under La. R.S. 12:1082. The AG again relies on its own prior rule that a professional corporation cannot convert itself into a business corporation by charter amendment unless it has stopped practicing its profession, a rule this office has already applied to professional legal and medical corporations attempting the same LLC conversion (see the companion Opinion 25-0072, issued the same day). Because the customer here has not ceased practicing nursing and wants the LLC to keep practicing it, the Secretary of State should not permit the conversion.

What this means for you

Nurse practitioners and nursing practices structured as professional corporations. If you want to convert to an LLC while continuing to practice nursing under it, this opinion says the Secretary of State should not process that conversion. The opinion's reasoning leaves open converting only once the corporation has actually stopped practicing nursing.

Corporate and business attorneys handling entity conversions for licensed nurses. This is now the third licensed profession (after law and medicine) where this office has applied the same merger-restriction logic to block an LLC conversion mid-practice. Expect the same result for any other licensed profession with a similar statutory merger restriction.

Secretary of State filing staff. Use the same screening approach as for medical corporation conversions: ask whether the professional corporation intends to keep practicing its licensed profession through the new entity. If yes, the conversion should not be processed.

Common questions

Q: Could this nursing corporation become an LLC at all?
A: Yes, according to the opinion's reasoning, once it has genuinely ceased practicing nursing. At that point it could amend its articles of incorporation to convert into a Louisiana business corporation.

Q: Is this the same rule as the medical corporation opinion issued the same day?
A: Yes. The two opinions (25-0072 for medical corporations, 25-0073 for nursing corporations) apply the identical legal framework, just under each profession's own corresponding statutes.

Q: Why does the Board of Nursing matter here?
A: La. R.S. 12:1084 subjects professional nursing corporations to the Louisiana State Board of Nursing's discipline and rulemaking authority. An LLC conversion that keeps practicing nursing would be treated as a merger/consolidation that could sidestep that regulatory oversight, which La. R.S. 12:1082 does not allow outside same-profession combinations.

Background and statutory framework

Professional nursing corporations. La. R.S. 12:1072 lets one or more licensed nurses form a corporation to practice nursing, subject generally to Louisiana's business corporation law except where inconsistent with the specific chapter governing professional nursing corporations.

The merger restriction. La. R.S. 12:1082 limits mergers and consolidations of professional nursing corporations to other professional nursing corporations only.

Board of Nursing oversight. La. R.S. 12:1084 subjects professional nursing corporations to the discipline of, and rulemaking by, the Louisiana State Board of Nursing.

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 absent ceasing its practice), La. Atty. Gen. Op. No. 80-1275(A) (the ceased-practice exception), and this office's companion opinions Nos. 24-0027 and 25-0072 applying the same rule to legal and medical corporations respectively.

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

Citations and references

Statutes:
- La. R.S. 12:1072 (formation of professional nursing corporations)
- La. R.S. 12:1082 (mergers/consolidations limited to other professional nursing corporations)
- La. R.S. 12:1084 (Board of Nursing 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. Nos. 24-0027 and 25-0072 (same rule applied to legal and medical professional corporations)

Source

• Landing page: https://www.ag.state.la.us/Opinions
• Original PDF: https://www.ag.state.la.us/Opinion/Download/25-0073

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 25-0073

13-A - CORPORATIONS
La. R.S. 12:1072, La. R.S. 12:1082, La. R.S. 12:1084

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 nursing corporation to a limited liability company (LLC) when the customer plans for the LLC to continue to engage in the practice of nursing.

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 nursing corporation to a limited liability company (LLC).

In your opinion request, you advise that the customer wants the LLC to be able to continue to engage in the practice of nursing.

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

Conclusion: No. The Secretary of State should not permit the conversion of a particular professional nursing corporation to a limited liability company (LLC) when the customer intends for the LLC to continue to engage in the practice of nursing.

Relevant to your inquiry is La. R.S. 12:1072, which provides (emphasis added):

One or more natural persons, of full age and duly licensed to practice nursing in this state, may form a corporation under Chapter 1 of this Title for the purpose of practicing nursing. 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 nursing corporation to convert itself into an LLC would conflict with the other provisions of Chapter 15, which govern professional nursing corporations. First, under La. R.S. 12:1082, "[p]rofessional nursing corporations may be merged into or consolidated only with other professional nursing corporations." Second, professional nursing corporations, under La. R.S. 12:1084, "... shall be subject to the discipline of the Louisiana State Board of Nursing and to its authority to adopt rules and regulations governing the practice of nursing." To permit a professional nursing 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. This office has treated the conversion of a professional legal corporation and professional medical corporation to an LLC in the same manner.

Based on information provided in your request, the customer has not ceased to practice nursing and plans for the LLC to continue to engage in the professional practice of nursing. As such, the Secretary of State should not permit the conversion of the particular professional nursing corporation to 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. Nos. 24-0027 and 25-0072.