Professional Corporation / PLLC Formation Packet — Delaware

Professional Corporation / PLLC Formation Packet — Delaware

1. Quick-Reference Summary

2. Pre-Filing Checklist

License Verification

☐ All proposed shareholders/members hold a current, active Delaware license (or are otherwise legally authorized) in [________________________________] (profession)
☐ Profession qualifies under 8 Del. C. Ch. 6 (PC) or under the profession's Title 24 licensing law (LLC)
☐ License numbers verified with the Delaware Division of Professional Regulation (Title 24 board)
☐ No disciplinary action pending against any proposed owner, director, manager, or officer

Board Pre-Approval / Firm Permit

☐ Determined whether the profession's Delaware board requires a firm permit/registration to render services as an entity
☐ Firm permit / board authorization obtained (if required): [________________________________]

Name Availability + Designation

☐ Name searched on the Delaware Division of Corporations name-availability system (must be distinguishable)
☐ PC name includes "chartered," "professional association," or "P.A." (8 Del. C. § 608)
☐ LLC name includes "Limited Liability Company," "L.L.C.," or "LLC"
☐ Name reservation filed if needed (120 days; $75)

Registered Agent + Fees + Insurance

☐ Delaware registered agent appointed (Delaware address)
☐ Filing fee confirmed: PC min. $89 / LLC $110
☐ Professional liability / malpractice insurance obtained or confirmed (check board minimums)
☐ Federal EIN obtained (IRS Form SS-4 / online)

3. Certificate of Incorporation — Professional Service Corporation (Delaware)

CERTIFICATE OF INCORPORATION
(Professional Service Corporation — 8 Del. C. § 601 et seq.)

The undersigned incorporator, in order to form a professional service corporation under the Delaware Professional Service Corporations Act, 8 Del. C. § 601 et seq., and the Delaware General Corporation Law, 8 Del. C. § 101 et seq., certifies:

Article I — Name

The name of the corporation is [________________________________], which contains "chartered," "professional association," or "P.A." as required by 8 Del. C. § 608:

• ☐ Chartered
• ☐ Professional Association
• ☐ P.A.

Article II — Professional-Services Purpose (Single Profession)

The corporation is organized solely to render the single professional service of [________________________________] (and services ancillary thereto), through individuals duly licensed to render that service. The corporation shall not render professional services in any other profession.

Article III — Registered Office and Registered Agent

The registered office of the corporation in Delaware is [________________________________], County of [____]. The registered agent at that address is [________________________________].

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 8 Del. C. Ch. 6, 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

A. The initial board consists of [____] director(s).
B. All directors rendering professional services must be licensed to render [________________________________] in Delaware.

Article VII — Professional Licensing

A. The corporation shall render professional services only through shareholders, directors, officers, employees, and agents licensed to render the service.

B. Each shareholder, director, and officer required to be licensed shall maintain a current, active Delaware license.

C. The corporation shall comply with all rules of the [________________________________] (Title 24 board) and 8 Del. C. Ch. 6, 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 to render the corporation's professional service in Delaware, except as expressly permitted by 8 Del. C. Ch. 6. 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 DGCL.

4. Certificate of Formation — Professional Limited Liability Company (Delaware LLC for Professionals)

CERTIFICATE OF FORMATION
(Limited Liability Company Rendering Professional Services — 6 Del. C. § 18-101 et seq.)

Article I — Name

The name of the company is [________________________________], which contains "Limited Liability Company," "L.L.C.," or "LLC" as required by the Delaware LLC Act:

• ☐ Limited Liability Company
• ☐ L.L.C.
• ☐ LLC

Article II — Registered Office and Registered Agent

The registered office in Delaware is [________________________________], County of [____]. The registered agent at that address is [________________________________].

Article III — Professional-Services Purpose (Single Profession) [in LLC Agreement]

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, as set forth in the company's LLC Agreement.

Article IV — Management; Licensed Members and Managers [in LLC Agreement]

The company is:

• ☐ Member-managed
• ☐ Manager-managed

All members rendering professional services must be licensed. Each such member is, and shall remain, licensed to render [________________________________] in Delaware. Each manager who exercises professional judgment over the rendering of services must be so licensed (consistent with the corporate-practice-of-the-profession rules applicable to the profession).

Article V — Membership-Transfer Restriction and Mandatory Buy-Back [in LLC Agreement]

A. No membership interest may be transferred to a person not licensed to render the company's professional service in Delaware, except as permitted by the profession's licensing law. Any purported transfer in violation of this provision 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 LLC Agreement (book value / appraised fair market value / formula).

Article VI — Effective Date and Authorized Person

The Certificate is effective ☐ upon filing or ☐ on [__/__/____]. The undersigned authorized person executes this Certificate (6 Del. C. § 18-201).

5. Licensing-Board Approval / Registration Block and Signatures

Licensing-Board Approval / Registration

☐ Firm permit/registration required. The [________________________________] (Title 24 board) requires a firm permit or registration for the entity to render services. Permit No. [________________________________], dated [__/__/____], is attached as Exhibit A.

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

Incorporator / Authorized Person Signature

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

Registered Agent

The corporation/company designates the registered agent named above; the agent maintains a business office in Delaware identical with the registered office.

6. Sources and References

• Delaware Code, Title 8, Chapter 6 (Professional Service Corporations): https://delcode.delaware.gov/title8/c006/
• Delaware Code, Title 8, Chapter 1 (General Corporation Law): https://delcode.delaware.gov/title8/c001/
• Delaware Code, Title 6, Chapter 18 (Limited Liability Company Act): https://delcode.delaware.gov/title6/c018/
• 8 Del. C. § 102 (contents of certificate of incorporation; name): https://codes.findlaw.com/de/title-8-corporations/de-code-sect-8-102/
• 6 Del. C. § 18-109 (service of process on LLC managers): https://law.justia.com/codes/delaware/title-6/chapter-18/subchapter-i/section-18-109/
• Delaware Division of Corporations — How to Form a New Business Entity: https://corp.delaware.gov/howtoform/
• Delaware Division of Corporations — Fee schedule: https://corp.delaware.gov/fee/
• Delaware Division of Professional Regulation (Title 24 boards): https://dpr.delaware.gov/