Professional Corporation / PLLC Formation Packet — District of Columbia

Professional Corporation / PLLC Formation Packet — District of Columbia

1. Quick-Reference Summary

Route gate: The general PLLC provisions do not themselves say that every member or manager must be licensed or impose a universal death/disqualification buyout. Before using the PLLC route, record the profession-specific statute, rule, or board instruction that governs ownership, management, entity registration, insurance, and use of the professional name.

2. Pre-Filing Checklist

License Verification

☐ Professional service identified: [________________________________]
☐ Profession qualifies under D.C. Code § 29-502(3) or another current profession-specific authority: [________________________________]
☐ PC route: every proposed shareholder, director, and officer is individually licensed for a service for which the corporation is organized, except a one-shareholder corporation's secretary may be unlicensed and may not perform the service
☐ PLLC route: current profession-specific ownership, management, supervision, and entity-registration rules attached as Exhibit [____]
☐ License status verified with the relevant District licensing authority on [__/__/____]

Profession-Specific Requirements

☐ Board or regulator: [________________________________]
☐ Entity registration, approval, or notice requirement: ☐ Required ☐ Not required ☐ Undetermined
☐ Authority and current source URL: [________________________________]
☐ Professional-liability insurance or other financial-responsibility rule reviewed: [________________________________]

Name Availability + Designation

☐ Name searched through BOSS and reviewed under D.C. Code §§ 29-103.01 and 29-103.02
☐ PC name includes "professional corporation," "P.C.," "chartered," or "Chtd" and excludes the endings barred by § 29-103.02(c)
☐ PLLC name includes "professional limited liability company," "P.L.L.C.," or "PLLC"
☐ Name reservation is needed and, if selected, the 120-day reservation period is calendared

Filing and Maintenance

☐ Registered agent designated with the required District address; consent confirmed
☐ Beneficial-owner/control disclosures under § 29-102.01(a)(6) completed
☐ Current domestic for-profit filing fee rechecked against DLCP's posted schedule
☐ BRA-25 due date calendared under § 29-102.11(c)
☐ Tax classification, tax registration, and EIN steps reviewed under current tax authority outside this packet

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

DPR-1 PREPARATION WORKSHEET — DOMESTIC PROFESSIONAL CORPORATION
(D.C. Code Title 29, Chapters 3 and 5)

Use the current BOSS DPR-1 workflow. This worksheet collects the Chapter 3 filing fields and the additional Chapter 5 professional-corporation statements.

Article I — Name

The proposed name is [________________________________], using one permitted designation:

• ☐ professional corporation
• ☐ P.C.
• ☐ chartered
• ☐ Chtd

☐ The name does not contain "company," "incorporated," "corporation," "limited," or an abbreviation of those words except as allowed by § 29-103.02(c).

Article II — Professional-Services Purpose (Single Profession)

The corporation is organized solely to render the professional service of [________________________________], and services ancillary thereto, through persons licensed when the service requires a license. The corporation shall not do an act prohibited to an individual licensed to render that service.

Article III — Registered Agent

Registered agent: [________________________________]

District street address: [________________________________], Washington, DC [____]

Mailing address, if different: [________________________________]

☐ The corporation affirms that the agent 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. Each original shareholder is an individual 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. Each named director and each officer is an individual licensed to render a professional service for which the corporation is organized, except that the secretary of a one-shareholder corporation may be unlicensed and may not render the professional service.

Article VII — Professional Licensing

A. The corporation shall render professional services only through individuals licensed to render the service. Unlicensed employees may perform work for which no license is required but shall not render the licensed service.

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, Statutory Legend, and Shareholder Events

A. A share may transfer only to an individual eligible to be a shareholder or to the corporation, subject to § 29-511's operation-of-law rule for a deceased or legally incompetent shareholder. A transfer violating § 29-511 is void. Creditor attachment, pledge, or hypothecation is handled through the statutory redemption procedure rather than an unrestricted ownership transfer.

B. Disqualification. The governing documents may require disposition within no more than 90 days after statutory disqualification. If they are silent, the disqualified shareholder shall sell and the corporation shall purchase within 30 days. Contractual deadline selected: [____] days, not more than 90.

C. Death. The governing documents may require disposition within no more than one year after death. If they are silent, the personal representative, legatees, or heirs shall sell and the corporation shall purchase within 180 days. Contractual deadline selected: [____] days, not more than 365.

D. Legal incompetence. An owner who is legally incompetent, or that owner's representative, may continue to own shares but may not participate in professional-service decisions. Any optional disposition term must be consistent with § 29-514.

E. Price. Purchase price and method: [________________________________]. If the governing documents do not set a price or method, § 29-515 supplies the preceding-month-end book-value method determined by an independent certified public accountant.

F. Certificate legend. Every stock certificate shall state exactly:

The ownership and transfer of these shares and the rights and obligations of shareholders are subject to the limitations of the Professional Corporation Act of 2010, D.C. Official Code Title 29, Chapter 5.

Article IX — Dissolution

If every shareholder ceases to be licensed for the professional service, apply the statutory conversion rule in § 29-516 and file the required articles of conversion. A dissolution shall comply with § 29-312.03. Matter-transfer, file-custody, client/patient notice, and board-closure duties are profession-specific and must be separately documented.

4. DLC-1 Preparation Worksheet — Professional Limited Liability Company

Use the current BOSS DLC-1 workflow. The current DLCP paper form is Form DLC-1, Version 8 (October 2022).

Article I — Name

The proposed company name is [________________________________], using one required ending:

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

Article II — Principal Office and Registered Agent

Initial principal-office street address: [________________________________]

Mailing address, if different: [________________________________]

Registered agent: [________________________________]

District street address: [________________________________], Washington, DC [____]

☐ The company affirms that the agent consented to serve.

Article III — Member, Effective Date, and Professional Purpose

☐ The limited liability company has at least one member.

Effective date: ☐ Filing date ☐ [__/__/____] (current form permits a current date or a date up to 90 days after filing)

The company is organized solely for the purpose of rendering the professional service of [________________________________] through its members, managers, employees, or agents.

Profession-specific authority governing who may own, manage, supervise, or render the service: [________________________________]

Article IV — Beneficial Ownership and Control Disclosure

☐ Every person required by § 29-102.01(a)(6) and the current DLC-1 instructions is listed.

Article V — Organizer

Article VI — Operating-Agreement and Professional-Liability Gates

☐ Management structure selected in the operating agreement: ☐ Member-managed ☐ Manager-managed

☐ Profession-specific ownership and transfer restrictions inserted only after current authority was identified

☐ Death, incapacity, withdrawal, and license-event provisions state whether they are contractual or required by identified profession-specific law; no generic statutory buyout is assumed

☐ The operating agreement preserves § 29-803.04(c): a member remains responsible for the member's own professional misconduct and misconduct under the member's supervision, but is not liable merely because of membership

☐ Dissolution, client/patient notice, records custody, and unfinished-matter transfer requirements have been checked against the governing profession's current rules

5. Filing Assembly and Internal Sign-Off

Route and Authority Record

Selected route: ☐ Professional corporation / DPR-1 ☐ Professional limited liability company / DLC-1

Professional-service authority reviewed: [________________________________]

Licensing-board determination: ☐ Approval/registration required ☐ Notice required ☐ No entity filing identified ☐ Unresolved

Supporting official source and access date: [________________________________]

Filing Signer

Registered-Agent Consent Record

Keep this consent record with the entity file. The Title 29 filing designates the agent and constitutes the entity's affirmation that the agent consented; submit a separate signature only if the current BOSS workflow requests it.

Post-Filing Calendar

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 § 29-103.02 (entity-name endings): https://code.dccouncil.gov/us/dc/council/code/sections/29-103.02
• D.C. Code § 29-102.01 (formation-filing requirements): https://code.dccouncil.gov/us/dc/council/code/sections/29-102.01
• D.C. Code § 29-802.01 (LLC certificate of organization): https://code.dccouncil.gov/us/dc/council/code/sections/29-802.01
• DLCP — Domestic Professional Corporation: https://dlcp.dc.gov/node/1619126
• DLCP — 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 — Corporate filing fees: https://dlcp.dc.gov/page/dlcp-license-corporate-filing-fees
• DLCP — Corporations Division FAQs and BOSS filing list: https://dlcp.dc.gov/page/corporations-division-business-registration-faqs
• BOSS filing portal: https://boss.dc.gov/