Professional Corporation / PLLC Formation Packet — Connecticut

Professional Corporation / PLLC Formation Packet — Connecticut

1. Quick-Reference Summary

2. Pre-Filing Checklist

License Verification

☐ All proposed shareholders/members hold a current, active license or legal authorization in Connecticut or another jurisdiction for [________________________________] (profession)
☐ Every person who will render professional services in Connecticut is licensed or otherwise legally authorized to render those services in Connecticut
☐ Any owner, director, or officer licensed only outside Connecticut has been screened under § 33-182c(c) and will not unlawfully practice here or direct/control a Connecticut licensee's delivery of services or professional judgment
☐ The profession appears in the list of "professional services" under Conn. Gen. Stat. § 33-182a(1) (or qualifies for a PLLC under the CUTLLCA)
☐ License numbers verified with the licensing authority in each issuing jurisdiction and, for Connecticut practice, with the Connecticut Department of Public Health / Department of Consumer Protection / applicable Board
☐ No disciplinary action pending against any proposed owner, director, manager, or officer

Board Pre-Approval / Certificate

☐ Determined whether the regulatory authority requires a separate certificate or permit to render services as an entity
☐ Multi-discipline combination (if any) confirmed permissible under § 33-182a(2)(B)–(G): [________________________________]
☐ Board certificate / authorization obtained (if required): [________________________________]

Name Availability + Designation

☐ Name searched on the Connecticut Secretary of the State business database (must be distinguishable)
☐ PC name includes "Professional Corporation" / "P.C." (plus any Board requirement)
☐ PLLC name includes "professional limited liability company," "P.L.L.C.," or "PLLC"
☐ Name reservation filed if needed (120 days)

Registered Agent + Fees + Insurance

☐ Connecticut registered agent appointed (Connecticut address; consent obtained)
☐ Filing fee confirmed: PC $250 / PLLC $120
☐ Professional liability / malpractice insurance obtained or confirmed (check Board minimums)
☐ Federal EIN obtained (IRS Form SS-4 / online)

3. Certificate of Incorporation — Professional Corporation (Connecticut)

CERTIFICATE OF INCORPORATION
(Professional Service Corporation — Conn. Gen. Stat. § 33-182a et seq.)

The undersigned incorporator, being a natural person, forms a professional service corporation under the Connecticut Professional Service Corporations Act, Conn. Gen. Stat. § 33-182a et seq., and the Connecticut Business Corporation Act, and certifies:

Article I — Name

The name of the corporation is [________________________________], which contains the designation "Professional Corporation" or "P.C." (and any designation required by the Board):

• ☐ Professional Corporation
• ☐ P.C.
• ☐ Other designation required by Board: [________________________________]

Article II — Professional-Services Purpose (Single Profession)

The corporation is organized for the sole and specific purpose of rendering the professional service of [________________________________] (a "professional service" within the meaning of Conn. Gen. Stat. § 33-182a(1)), and services ancillary thereto. The corporation shall not engage in any business other than rendering that professional service, except as expressly permitted by statute.

Article III — Registered Agent and Office

The registered agent of the corporation in Connecticut is [________________________________], business address [________________________________], Connecticut [____]; residence address (if a natural person) [________________________________]. The agent has consented to serve.

Article IV — Capital Stock; Ownership Restricted to Professionally Authorized Persons

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

B. Shareholders must be professionally authorized. Pursuant to Conn. Gen. Stat. §§ 33-182a(2) and 33-182c, shares may be issued to and held by individuals licensed or otherwise legally authorized in Connecticut or another jurisdiction to render the same professional service as the corporation (or one of the services in a permitted multidisciplinary corporation). A person licensed only in another jurisdiction may not unlawfully practice in Connecticut or direct or control a Connecticut licensee concerning delivery of professional services or professional judgment.

Article V — Incorporator

Article VI — Directors

A. The initial board consists of [____] director(s).
B. All directors must be professionally authorized to render [________________________________] in Connecticut or another jurisdiction (or one of the services in a permitted multidisciplinary corporation), subject to § 33-182c(c)'s Connecticut practice and control limits.

Article VII — Professional Licensing

A. The corporation shall render professional services in Connecticut only through shareholders, directors, officers, employees, and agents who are licensed or otherwise legally authorized to render the service.

B. Each shareholder, director, and officer shall maintain the license or legal authorization that qualifies that person under § 33-182c. Each person who renders professional services in Connecticut shall remain authorized to render those services in Connecticut.

C. The corporation shall comply with all rules of the [________________________________] (Board/regulatory authority) and the Professional Service Corporations Act, and shall report ownership changes as required.

Article VIII — Share-Transfer Restriction and Optional Buy-Sell Terms

A. Statutory holder restriction. No share may be issued or transferred on the corporation's books except to a person qualifying under § 33-182c or to the personal representative or estate of a deceased or legally incompetent shareholder as permitted by § 33-182g. The governing documents should address attempted noncompliant transfers and voting arrangements consistently with § 33-182g.

B. Optional buy-sell terms; no statutory blank deadline. Chapter 594a does not supply a universal mandatory repurchase deadline for death, disability, or loss of professional authorization, and § 33-182g expressly permits a deceased or legally incompetent shareholder's personal representative or estate to hold the shares. If counsel approves a contractual purchase obligation, state the triggering events, buyer, timing, interim voting rights, funding, and valuation method:

• ☐ Book value as of the most recent fiscal year-end;
• ☐ Fair market value per independent appraiser;
• ☐ Formula in the Shareholders' Agreement;
• ☐ Other: [________________________________].

C. Legend. Every stock certificate (or uncertificated-share record) shall bear a legend referencing these restrictions.

Article IX — Dissolution

On dissolution, pending professional matters shall be completed or transferred to another licensed professional or same-profession entity, and the corporation shall wind up under the Connecticut Business Corporation Act.

4. Certificate of Organization — Professional Limited Liability Company (Connecticut PLLC)

CERTIFICATE OF ORGANIZATION
(Professional Limited Liability Company — Conn. Gen. Stat. § 34-243 et seq.)

Article I — Name

The name of the company is [________________________________], which contains "professional limited liability company," "P.L.L.C.," or "PLLC" as required by the CUTLLCA:

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

Article II — Professional-Services Purpose (Single Profession)

The company is organized for the sole and specific purpose of rendering the professional service of [________________________________], and services ancillary thereto. The company may render its professional services in Connecticut only through members, managers, employees, and agents who are licensed or otherwise legally authorized to render the service.

Article III — Principal Office and Registered Agent

Principal office: [________________________________], Connecticut [____].
Registered agent: [________________________________], business address [________________________________], Connecticut [____]. The agent has consented to serve.

Article IV — Management; Licensed Members and Managers

The company is:

• ☐ Member-managed
• ☐ Manager-managed

All members must be professionally authorized. Under § 34-243h(c), each member must be licensed or otherwise legally authorized in Connecticut or another jurisdiction to render [________________________________]. Any member, manager, employee, or agent who actually renders professional services in Connecticut must be licensed or otherwise authorized to render those services in Connecticut.

Article V — Membership-Transfer Rules and Optional Buy-Sell Terms

A. A transfer of a transferable interest is governed by § 34-259a and does not by itself give the transferee management or information rights. Admission as a member must remain limited to a person who satisfies § 34-243h's professional-authorization requirements and the operating agreement's admission terms.

B. Death causes dissociation, but the deceased member's transferable interest continues through the statutory transferee and estate-representative framework in §§ 34-259c, 34-263a, and 34-263b. The CUTLLCA does not impose a universal mandatory repurchase. If counsel approves a buy-sell arrangement, specify the trigger, buyer, timing, funding, valuation method, and treatment of the transferee interest in the Operating Agreement.

Article VI — Professional Compliance and Dissolution

A. The company shall comply with the Professional-Services provisions of the CUTLLCA and all rules of the [________________________________] (Board).

B. On dissolution, pending professional matters shall be completed or transferred to another licensed professional or same-profession entity, and the company shall wind up under the CUTLLCA.

5. Licensing-Board Approval / Registration Block and Signatures

Licensing-Board Approval / Registration

☐ Certificate/permit required. The [________________________________] (Board/regulatory authority) requires a certificate or permit for the entity to render services. Certificate No. [________________________________], dated [__/__/____], is attached as Exhibit A.

☐ No separate Board certificate required for this profession; ongoing Board compliance and individual licensure still apply.

Incorporator / Organizer Signature

IN WITNESS WHEREOF, the undersigned executes this Certificate on [__/__/____].

Registered Agent Acceptance

The undersigned accepts appointment as registered agent in Connecticut.

6. Sources and References

• Connecticut General Statutes § 33-182a (Professional Service Corporations — Definitions): https://www.cga.ct.gov/current/pub/chap_594a.htm
• Connecticut General Statutes, Title 33, Chapter 594a (Professional Service Corporations): https://www.cga.ct.gov/current/pub/chap_594a.htm
• Connecticut Uniform Limited Liability Company Act, Title 34, Chapter 613a (§ 34-243 et seq.): https://www.cga.ct.gov/current/pub/chap_613a.htm
• Conn. Gen. Stat. § 34-243v (LLC taxation per federal classification): https://www.cga.ct.gov/current/pub/chap_613a.htm
• Connecticut Secretary of the State — Business forms and fees: https://business.ct.gov/business-services/business-forms-and-fees
• Connecticut Secretary of the State — Domestic Stock Corporation forms and fees: https://business.ct.gov/knowledge-base/articles/domestic-stock-corporations-forms-and-fees
• Connecticut Secretary of the State — Domestic LLC forms and fees: https://business.ct.gov/knowledge-base/articles/domestic-limited-liability-companies-forms-and-fees
• Business.CT.gov online filing portal: https://business.ct.gov/