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 Connecticut license (or are otherwise legally authorized) in [________________________________] (profession)
☐ 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 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 Licensed Persons

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

B. Shareholders must be licensed. Pursuant to Conn. Gen. Stat. § 33-182a(2), shares may be issued to and held only by individuals who are themselves licensed or otherwise legally authorized to render the same professional service as the corporation (or, for a permitted multi-discipline corporation, one of the professional services for which the corporation was specifically incorporated).

Article V — Incorporator

Article VI — Directors

A. The initial board consists of [____] director(s).
B. All directors must be licensed to render [________________________________] in Connecticut (or, for a multi-discipline corporation, one of the permitted professional services).

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 a current, active Connecticut license (or other legal authorization).

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 Mandatory Buy-Back

A. No transfer to unlicensed persons. No share may be sold, assigned, pledged, or otherwise transferred to any person not licensed/legally authorized to render the corporation's professional service in Connecticut, except as expressly permitted by statute. Any purported transfer in violation of this Article is void.

B. Mandatory buy-back on death or disqualification. Upon the death, disability, license revocation, suspension, surrender, or other disqualification of a shareholder, that shareholder (or the estate) shall sell, and 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 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 licensed. Each member is, and shall remain, licensed or otherwise legally authorized to render [________________________________] in Connecticut. If manager-managed, each manager who exercises professional judgment over the rendering of services must be so licensed.

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

A. No membership interest may be transferred to a person not licensed/legally authorized to render the company's professional service in Connecticut, except as expressly permitted by statute. Any purported transfer in violation of this Article is void.

B. Upon a member's death, disability, or license disqualification, the interest shall be purchased by the company or a licensed person within [____] days at a price determined under the Operating Agreement (book value / appraised fair market value / formula).

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/