Articles of Incorporation — Professional Corporation

ARTICLES OF INCORPORATION — PROFESSIONAL CORPORATION

TABLE OF CONTENTS

1. Pre-Filing Checklist
2. Articles of Incorporation
3. Article I — Name
4. Article II — Purpose
5. Article III — Professional Services
6. Article IV — Registered Agent
7. Article V — Capital Stock
8. Article VI — Incorporator(s)
9. Article VII — Directors
10. Article VIII — Professional Licensing
11. Article IX — Share Transfer Restrictions
12. Article X — Dissolution
13. Incorporator Signature
14. Licensing Board Approval

I. PRE-FILING CHECKLIST

Licensing Verification

☐ All incorporators hold current, active professional licenses in [________________________________] (profession)
☐ License numbers verified with the state licensing board
☐ No disciplinary actions pending against any incorporator
☐ Licensing board pre-approval obtained (if required by state law)

State Requirements

☐ State professional corporation statute identified: [________________________________]
☐ Name availability searched with Secretary of State
☐ Name includes required designation (P.C., Prof. Corp., P.A., etc.)
☐ Filing fee amount confirmed: $[________________________________]
☐ Registered agent designated within the state

Documentation

☐ Certificate of Good Standing from licensing board (if required)
☐ Consent letter from licensing board (if required)
☐ Professional liability / malpractice insurance obtained or confirmed

II. ARTICLES OF INCORPORATION

[________________________________] (State)

ARTICLES OF INCORPORATION OF A PROFESSIONAL CORPORATION

The undersigned incorporator(s), being natural person(s) licensed to practice [________________________________] in the State of [________________________________], hereby adopt the following Articles of Incorporation pursuant to [________________________________] (cite state professional corporation statute):

ARTICLE I — NAME

The name of the corporation shall be:

[________________________________]

• ☐ Professional Corporation (P.C.)
• ☐ Professional Association (P.A.)
• ☐ Professional Service Corporation
• ☐ Other required designation: [________________________________]

ARTICLE II — PURPOSE

This corporation is organized for the sole and specific purpose of rendering professional services in the field of [________________________________] and services ancillary thereto, as authorized under the laws of the State of [________________________________].

The profession practiced by this corporation is:

• ☐ Law
• ☐ Medicine
• ☐ Dentistry
• ☐ Accounting (CPA)
• ☐ Architecture
• ☐ Engineering
• ☐ Psychology
• ☐ Veterinary Medicine
• ☐ Other: [________________________________]

ARTICLE III — PROFESSIONAL SERVICES

A. This corporation shall render professional services only through individuals duly licensed to practice [________________________________] in the State of [________________________________].

B. Nothing in these Articles shall be construed to permit the corporation to render professional services in any profession other than [________________________________], unless permitted by applicable state law.

C. The corporation shall comply with all rules and regulations of the [________________________________] (licensing board/authority) governing the practice of [________________________________].

ARTICLE IV — REGISTERED AGENT

The registered agent and registered office of the corporation shall be:

Registered Agent: [________________________________]
Street Address: [________________________________]
City, State, ZIP: [________________________________]

The registered agent has consented to serve in this capacity.

ARTICLE V — CAPITAL STOCK

A. Authorized Shares: The corporation is authorized to issue [________________________________] shares of common stock, par value $[________________________________] per share (or no par value).

B. Shareholder Restrictions: Shares may be held only by:

• ☐ Individuals licensed to practice [________________________________] in this state
• ☐ Other professional corporations practicing the same profession
• ☐ Estates of deceased shareholders (for a reasonable wind-down period not to exceed [____] months)
• ☐ Other permitted holders under state law: [________________________________]

ARTICLE VI — INCORPORATOR(S)

ARTICLE VII — DIRECTORS

A. The initial board of directors shall consist of [____] director(s).

B. All directors must be licensed to practice [________________________________] in the State of [________________________________].

ARTICLE VIII — PROFESSIONAL LICENSING

A. Each shareholder, director, and officer shall maintain a current, active license to practice [________________________________] in the State of [________________________________].

B. If any shareholder's license is revoked, suspended, or surrendered, such shareholder shall immediately transfer their shares in accordance with Article IX.

C. The corporation shall promptly notify the [________________________________] (licensing board) of any change in shareholders, directors, or officers.

ARTICLE IX — SHARE TRANSFER RESTRICTIONS

A. No shares shall be transferred to any person who is not licensed to practice [________________________________] in this state, except as otherwise permitted by law.

B. Upon death, disability, or disqualification of a shareholder, the corporation shall purchase or cause to be purchased such shareholder's shares within [____] days at a price determined by:

• ☐ Book value as of the most recent fiscal year-end
• ☐ Fair market value as determined by an independent appraiser
• ☐ Formula set forth in the Shareholders' Agreement
• ☐ Other: [________________________________]

C. The corporation shall maintain a legend on all stock certificates reflecting these transfer restrictions.

ARTICLE X — DISSOLUTION

A. Upon dissolution, all professional obligations and pending matters shall be resolved or transferred to another licensed professional or entity.

B. The corporation shall provide notice of dissolution to the [________________________________] (licensing board) within [____] days.

INCORPORATOR SIGNATURE

IN WITNESS WHEREOF, the undersigned incorporator(s) have executed these Articles of Incorporation on [__/__/____].

_________________________________________
[________________________________] (Print Name)
License No.: [________________________________]

_________________________________________
[________________________________] (Print Name)
License No.: [________________________________]

LICENSING BOARD APPROVAL

☐ Approval attached — The [________________________________] (licensing board) has approved the formation of this professional corporation. Certificate / Letter of Approval dated [__/__/____] is attached as Exhibit A.

☐ Approval not required — State law does not require pre-filing approval from the licensing board.

STATE-SPECIFIC NOTES

SOURCES AND REFERENCES

• Model Professional Corporation Act
• Cal. Corp. Code §§ 13400–13410 (Moscone-Knox Professional Corporations Act)
• N.Y. Bus. Corp. Law Art. 15
• Tex. Bus. Orgs. Code Ch. 301
• Fla. Stat. Ch. 621
• Wolters Kluwer, "Articles of Incorporation: Key Requirements Explained"