Professional Corporation / PLLC Formation Packet — District of Columbia

Professional Corporation / PLLC Formation Packet — District of Columbia

1. Quick-Reference Summary

2. Pre-Filing Checklist

License Verification

☐ All proposed shareholders/members hold a current, active DC license in [________________________________] (profession)
☐ Profession qualifies as a "professional service" under D.C. Code § 29-502(3) (e.g., CPAs, attorneys, architects, health professionals, professional engineers)
☐ All proposed directors/managers and officers are DC-licensed in the profession
☐ License numbers verified with the relevant DC licensing board (e.g., DC Bar, DC Board of Medicine, DC Board of Accountancy)
☐ No disciplinary action pending against any proposed owner, director, manager, or officer

Board Pre-Approval

☐ Confirmed whether the profession's DC board requires any pre- or post-formation registration (most do not for PC/PLLC formation): [________________________________]

Name Availability + Designation

☐ Name searched on DLCP CorpOnline (must be distinguishable)
☐ PC name includes the required corporate/professional designation ("Professional Corporation," "P.C.")
☐ PLLC name includes "professional limited liability company," "P.L.L.C.," or "PLLC"
☐ Confirmed the name does not use "P.A." (not a DC practice entity)
☐ Name reservation filed if needed (120 days)

Registered Agent + Fees + Insurance

☐ DC registered agent appointed (DC address; consent obtained)
☐ Filing fee confirmed: PC $220 (DPR-1) / PLLC $99 (DLC-1)
☐ Professional liability / malpractice insurance obtained or confirmed (check board minimums)
☐ Federal EIN obtained (IRS Form SS-4 / online)

3. Articles of Incorporation — Professional Corporation (DC, Form DPR-1)

ARTICLES OF INCORPORATION — DOMESTIC PROFESSIONAL CORPORATION (FORM DPR-1)
(Professional Corporation Act of 2010, D.C. Code § 29-501 et seq.)

The undersigned incorporator delivers these Articles of Incorporation to the Superintendent of Corporations, DLCP, to form a professional corporation under D.C. Code § 29-501 et seq., and certifies:

Article I — Name

The name of the corporation is [________________________________], which includes the required designation:

• ☐ Professional Corporation
• ☐ P.C.
• ☐ Other designation permitted by the Act: [________________________________]

Article II — Professional-Services Purpose (Single Profession)

Pursuant to D.C. Code § 29-505, the corporation is organized solely to render the single professional service of [________________________________] (a "professional service" within D.C. Code § 29-502(3)), and services ancillary thereto, through its shareholders, directors, officers, employees, and agents who are themselves licensed to render that service. The corporation may not do any act prohibited to an individual licensed in the profession.

Article III — Registered Agent and Office

The registered agent of the corporation in the District is [________________________________], registered office (DC street address) [________________________________], Washington, DC [____]. 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 $[____] per share / no par value].

B. Shareholders must be licensed. Pursuant to D.C. Code § 29-502(2), shares may be issued to and held only by individuals duly licensed to render the same professional service as the corporation.

Article V — Incorporator

Article VI — Directors and Officers

A. The initial board consists of [____] director(s).
B. All directors and officers must be DC-licensed to render [________________________________].

Article VII — Professional Licensing

A. The corporation shall render professional services only through individuals licensed to render the service (D.C. Code § 29-505). Unlicensed employees may be employed but shall not perform professional services.

B. Each shareholder, director, and officer shall maintain a current, active DC license.

C. The corporation shall comply with all rules of the [________________________________] (DC board) and the Professional Corporation Act.

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

A. No transfer to unlicensed persons. Pursuant to D.C. Code § 29-511, no share may be sold, assigned, pledged, or otherwise transferred to any person not licensed to render the corporation's professional service, except to the corporation itself or another licensed person. 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 Title 29.

4. Articles of Organization — Professional Limited Liability Company (DC, Form DLC-1)

ARTICLES OF ORGANIZATION — DOMESTIC LLC (FORM DLC-1)
(D.C. Limited Liability Company Act of 2010, D.C. Code § 29-801 et seq. — Professional)

Article I — Name

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

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

Article II — Professional-Services Purpose (Single Profession)

The company is organized solely to render the single professional service of [________________________________], and services ancillary thereto, through members, managers, employees, and agents licensed to render that service. (State the specific professional purpose on form DLC-1.)

Article III — Registered Agent and Office

The registered agent in the District is [________________________________], registered office (DC street address) [________________________________], Washington, DC [____]. 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 to render [________________________________] in the District. 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 to render the company's professional service in the District, except to the company itself or another licensed person. 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 all rules of the [________________________________] (DC board) and Title 29.

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 LLC Act.

5. Licensing-Board Approval / Registration Block and Signatures

Licensing-Board Approval / Registration

☐ Board registration required. The [________________________________] (DC board) requires registration for the entity. Registration No. [________________________________], dated [__/__/____], is attached as Exhibit A.

☐ No pre- or post-formation board approval required for this profession; ongoing board compliance and individual licensure still apply.

Incorporator / Organizer Signature

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

Registered Agent Consent

The undersigned consents to serve as registered agent in the District of Columbia.

6. Sources and References

• D.C. Code, Title 29, Chapter 5 (Professional Corporations): https://code.dccouncil.gov/us/dc/council/code/titles/29/chapters/5
• D.C. Code § 29-505 (purpose; powers authorized): https://codes.findlaw.com/dc/division-v-local-business-affairs/dc-code-sect-29-505/
• D.C. Code, Title 29, Chapter 8 (Limited Liability Companies): https://code.dccouncil.gov/us/dc/council/code/titles/29/chapters/8
• DLCP — Domestic Professional Corporation (form DPR-1): https://dlcp.dc.gov/node/1619126
• DLCP — Articles of Organization for Domestic LLC (form DLC-1): https://dlcp.dc.gov/sites/default/files/dc/sites/DLCP/publication/attachments/DLC-1%20Articles%20of%20Organization%20for%20Domestic%20Limited%20Liability%20Company.pdf
• DLCP — CorpOnline filing portal: https://corponline.dlcp.dc.gov/
• D.C. Code § 29-802.01 (LLC articles of organization): https://code.dccouncil.gov/us/dc/council/code/sections/29-802.01