Professional Corporation / PLLC Formation Packet — Arkansas

Professional Corporation / PLLC Formation Packet — Arkansas

Quick-Reference Summary

Part 1 — Choosing PC vs. PLLC in Arkansas

Part 2 — Pre-Filing Checklist

License Verification

☐ All proposed shareholders/members, directors/managers, and officers hold a permanent, active Arkansas license to render the professional service to be provided
☐ License numbers recorded and verified with the licensing board
☐ Confirmed that no person who is not licensed will be an officer, director, or shareholder of a PC (Ark. Code § 4-29-208)

Licensing-Board Certificate / Authorization

☐ Determined whether the board requires a certificate of registration (medicine: Arkansas State Medical Board; dentistry: Arkansas State Board of Dental Examiners)
☐ For a PLLC: obtained the licensing authority's authorization to (a) register as a PLLC and (b) use the proposed name, before SOS registration (Ark. Code § 4-38-1202(c))
☐ Completed the board's medical/dental corporation or LLC application packet, if applicable

Name Availability and Designation

☐ Name searched and available with the Arkansas SOS BCS
☐ PC name uses shareholder name(s) and ends with "Chartered," "Limited," or "Ltd.," or includes "Professional Association" / "P.A."
☐ PLLC name includes "Professional Limited Liability Company," "Professional Limited Company," "P.L.L.C.," "P.L.C.," "PLLC," or "PLC"
☐ PLLC name approved by the licensing authority (where required, § 4-38-1202(c)(1)(B))

Registered Agent and Filings

☐ Arkansas registered agent appointed with an Arkansas physical address
☐ Federal EIN obtained from the IRS
☐ Annual Franchise Tax Report calendar set (due May 1; minimum $150 for LLCs)

Fees and Insurance

☐ Current SOS filing fee confirmed at sos.arkansas.gov
☐ Professional liability / malpractice insurance obtained or confirmed

Part 3 — Articles of Incorporation — Professional Corporation (Fillable)

STATE OF ARKANSAS — ARTICLES OF INCORPORATION OF A PROFESSIONAL CORPORATION

The undersigned incorporator(s), each a natural person duly licensed to render the professional service of [PROFESSION] in the State of Arkansas, hereby form a professional corporation pursuant to the Arkansas Professional Corporation Act, Ark. Code § 4-29-201 et seq. (and, where applicable, the Medical Corporation Act, § 4-29-301 et seq., or Dental Corporation Act, § 4-29-401 et seq.), and adopt the following Articles of Incorporation:

Article I — Name

The name of the corporation is:

[________________________________]

The name contains the name(s) of one or more present or deceased shareholder(s) (or a predecessor organization's deceased members) and:

• ☐ ends with "Chartered" ☐ ends with "Limited" / "Ltd."
• ☐ includes "Professional Association" / "P.A."

Article II — Professional Purpose (Single Profession)

The corporation is organized for the sole and specific purpose of rendering the professional service of [PROFESSION] and services ancillary thereto (for a medical corporation: "the study, diagnosis, and treatment of human ailments," per Ark. Code § 4-29-305), and for no other purpose.

Profession:

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

Article III — Professional Services and Licensure

A. The corporation shall render professional services only through individuals duly licensed to render [PROFESSION] in Arkansas.

B. No person who is not licensed under Arkansas law to render [PROFESSION] may be an officer, director, or shareholder of the corporation, nor own, manage, or control any shares by proxy or otherwise (Ark. Code § 4-29-208; medical: § 4-29-307).

C. The corporation shall comply with the rules of the [NAME OF LICENSING BOARD] and, where applicable, hold a current certificate of registration from the board.

Article IV — Registered Agent and Registered Office

Registered Agent: [________________________________]
Registered Office (Arkansas physical address): [________________________________]
City, State, ZIP: [________________________________], Arkansas [____]

Article V — Capital Stock and Ownership Restriction

A. The corporation is authorized to issue [________] shares of [common stock, par value $[____] / no par value].

B. Licensed-ownership restriction (Ark. Code § 4-29-208; medical § 4-29-307). Shares may be issued or transferred only to natural persons licensed to render [PROFESSION] in Arkansas. Any issuance, transfer, or beneficial ownership in violation of this restriction is prohibited.

Article VI — Incorporator(s)

Article VII — Directors

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

B. Each director must be licensed to render [PROFESSION] in Arkansas (Ark. Code § 4-29-208; medical § 4-29-307).

Article VIII — Professional Licensing Covenant

A. Each shareholder, director, and officer shall maintain a permanent, active Arkansas license to render [PROFESSION].

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

C. The corporation shall make all filings and registrations required by the [NAME OF LICENSING BOARD].

Article IX — Share-Transfer Restriction and Mandatory Buy-Back

A. No transfer to non-licensed persons. No share, fraction of a share, or right or option to purchase shares shall be transferred or pledged to any person who is not licensed to render [PROFESSION] in Arkansas. Any transfer in violation of this Article is void.

B. Mandatory buy-back on death or disqualification. Upon the death of a shareholder, or upon a shareholder becoming disqualified to render [PROFESSION] in Arkansas, the corporation shall purchase (or cause a licensed person to purchase) all of that shareholder's shares within [____] days at a price determined by:

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

C. All stock certificates shall bear a legend reflecting these transfer restrictions.

Article X — Dissolution and Wind-Down

A. Upon dissolution, all professional obligations and pending matters shall be completed or transferred to another licensed person or professional entity authorized to render [PROFESSION] in Arkansas.

B. The corporation shall give the [NAME OF LICENSING BOARD] any required notice of dissolution.

Incorporator Signature

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

Part 4 — Certificate of Organization — Professional LLC (PLLC) (Fillable)

STATE OF ARKANSAS — CERTIFICATE OF ORGANIZATION OF A PROFESSIONAL LIMITED LIABILITY COMPANY

The undersigned organizer(s) form a professional limited liability company pursuant to the Arkansas Uniform Limited Liability Company Act, Ark. Code § 4-38-101 et seq., and the professional subchapter, §§ 4-38-1201 to 4-38-1203, and adopt the following Certificate of Organization:

Article I — Name

The name of the company is:

[________________________________]

The name includes a required PLLC designation:

• ☐ "Professional Limited Liability Company" ☐ "Professional Limited Company"
• ☐ "P.L.L.C." ☐ "P.L.C." ☐ "PLLC" ☐ "PLC"

(The name has been approved by the licensing authority where required — Ark. Code § 4-38-1202(c)(1)(B).)

Article II — Professional Service (Ark. Code § 4-38-1201)

The company is organized to provide the professional service of [PROFESSION] — a service that may be legally performed only under a license or other legally mandated personal authorization (e.g., services of CPAs, architects, engineers, dentists, physicians, attorneys).

Article III — Professional Services and Licensure

A. The company shall render professional services only through members, managers, employees, or agents who are duly licensed or otherwise legally authorized to render [PROFESSION] in Arkansas.

B. Where the company will engage in the practice of medicine or dentistry, it shall obtain a certificate of registration from the appropriate board (Arkansas State Medical Board / Arkansas State Board of Dental Examiners) and comply with the Medical Corporation Act (§ 4-29-301 et seq.) or Dental Corporation Act (§ 4-29-401 et seq.), as required by Ark. Code § 4-38-1202(a)-(b).

Article IV — Registered Agent and Registered Office

Registered Agent: [________________________________]
Registered Office (Arkansas physical address): [________________________________]
City, State, ZIP: [________________________________], Arkansas [____]

Article V — Management and Members / Managers

• ☐ Member-managed ☐ Manager-managed

Article VI — Membership-Transfer Restriction and Mandatory Buy-Back

A. Transfer restriction. A membership interest may be transferred only to a person licensed or otherwise authorized to render [PROFESSION] in Arkansas, consistent with the board's rules and the professional subchapter. Any transfer prohibited by the licensing rules is ineffective.

B. Mandatory buy-back on death or disqualification. Upon the death of a member, or a member becoming disqualified to render [PROFESSION], the company shall purchase (or cause a licensed person to purchase) that member's interest within [____] days at a price determined by:

• ☐ Book value ☐ Fair-market-value appraisal ☐ Formula in the Operating Agreement ☐ Other: [________________________________]

C. The Operating Agreement shall reflect these transfer restrictions and the professional purpose.

Organizer Signature

IN WITNESS WHEREOF, the undersigned organizer(s) executed this Certificate of Organization on [__/__/____].

Part 5 — Licensing-Board Approval / Registration Block

☐ Board certificate of registration attached (medicine/dentistry — required) — The [NAME OF LICENSING BOARD] has issued a certificate of registration for this professional entity. Certificate dated [__/__/____], attached as Exhibit A.

☐ PLLC licensing authorization attached — The licensing authority has authorized the applicant to register as a PLLC and to use the proposed name (Ark. Code § 4-38-1202(c)). Authorization dated [__/__/____].

☐ No pre-filing board approval required — The licensing board does not require pre-filing approval for this profession; the entity will comply with all applicable post-formation rules.

Board / Authority: [________________________________]
Contact / Address: [________________________________]
Reference / File No.: [________________________________]

Final Signature Block

The undersigned, being duly licensed and authorized, certify that the information in this packet is true and correct.

Sources and References

• Ark. Code Title 4, Chapter 29 (Professional Corporations; Medical/Dental Corporation Acts) — https://law.justia.com/codes/arkansas/title-4/subtitle-3/chapter-29/
• Ark. Code § 4-29-205 (Professional relationships unaltered) — https://law.justia.com/codes/arkansas/title-4/subtitle-3/chapter-29/subchapter-2/section-4-29-205/
• Ark. Code § 4-38-1201 (Professional service — definition; applicability) — https://codes.findlaw.com/ar/title-4-business-and-commercial-law/ar-code-sect-4-38-1201/
• Ark. Code § 4-38-1202 (Certificate of registration — medical/dental PLLCs; licensing authorization) — https://codes.findlaw.com/ar/title-4-business-and-commercial-law/ar-code-sect-4-38-1202/
• Arkansas Secretary of State — Business and Commercial Services — https://www.sos.arkansas.gov/business-commercial-services-bcs
• Arkansas State Medical Board — Medical Corporation / LLC application packet — https://armedicalboard.org/Professionals/pdf/MC_AppPack.pdf
• Arkansas franchise tax (annual report, due May 1) — https://www.sos.arkansas.gov/business-commercial-services-bcs/franchise-tax-report-forms