Professional Corporation / PLLC Formation Packet — Virginia

Professional Corporation / PLLC Formation Packet — Virginia

Quick-Reference Summary

Part 1 — Pre-Filing Checklist

License Verification

☐ Every proposed shareholder/member holds a current, active Virginia license in the single profession the entity will render: [________________________________]
☐ License numbers verified with the applicable Virginia licensing board
☐ No pending disciplinary action against any proposed owner
☐ For architects/engineers/surveyors/landscape architects/certified interior designers: at least two-thirds of owners are licensed (Va. Code §§ 13.1-549, 13.1-1111)

Entity Choice (PC vs. PLLC)

☐ Confirmed whether your profession must use a professional entity (e.g., attorneys, dentists) or may choose
☐ Chosen entity type: ☐ Professional Corporation (P.C.) ☐ Professional Limited Liability Company (PLLC)
☐ Considered tax treatment (corporate vs. pass-through) with a CPA
☐ Confirmed only ONE category of professional service will be rendered (Va. Code §§ 13.1-548, 13.1-1110)

Board Pre-Approval / Registration

☐ Determined whether your profession requires a separate board registration certificate
☐ Attorneys: registration certificate obtained as required by Va. Code § 13.1-549.2 (PC) or § 13.1-1113 (PLLC)
☐ Other profession-specific certificate obtained, if any: [________________________________]

Name Availability + Designation

☐ Proposed name checked for availability on the SCC CIS business entity search (cis.scc.virginia.gov)
☐ Name includes required designation — PC: "P.C." / "Professional Corporation"; PLLC: "PLLC" / "Professional Limited Liability Company"
☐ Name complies with any naming rule of the licensing board

Registered Agent

☐ Virginia registered agent designated and qualified under Va. Code §§ 13.1-634 / 13.1-1015
☐ Registered office street address in Virginia confirmed (no P.O. box unless permitted)

Fees + Insurance

☐ PC: $25 filing fee + charter fee ($50 per 25,000 authorized shares; minimum $75) confirmed
☐ PLLC: $100 filing fee confirmed
☐ Professional liability / malpractice insurance obtained or confirmed (board may require)
☐ Federal EIN obtained from the IRS

Part 2 — Articles of Incorporation — Professional Corporation (Virginia)

ARTICLES OF INCORPORATION OF [CORPORATION NAME], P.C.

A Virginia Professional Corporation

The undersigned incorporator(s), being natural person(s) duly licensed to practice [PROFESSION] in the Commonwealth of Virginia, adopt the following Articles of Incorporation pursuant to the Virginia Professional Corporation Act, Va. Code § 13.1-542.1 et seq., and the Virginia Stock Corporation Act, Va. Code § 13.1-601 et seq.

Article I — Name

The name of the corporation is [CORPORATION NAME], P.C. The name contains the abbreviation "P.C." in compliance with Va. Code § 13.1-544.1.

Article II — Professional Purpose

The corporation is organized for the sole and specific purpose of rendering the single professional service of [PROFESSION], and services ancillary thereto, as authorized under Va. Code § 13.1-542.1 et seq. The corporation shall not engage in any business other than rendering that professional service, except that it may invest its funds in real estate, mortgages, stocks, bonds, and other lawful investments (Va. Code § 13.1-548).

Article III — Professional Services Limitation

A. The corporation shall render professional services only through officers, employees, and agents who are duly licensed to practice [PROFESSION] in the Commonwealth of Virginia (Va. Code § 13.1-546).

B. Nothing herein authorizes the corporation to render any professional service other than [PROFESSION].

C. The corporation shall comply with all rules and regulations of the [VIRGINIA LICENSING BOARD] governing the practice of [PROFESSION].

Article IV — Registered Agent and Registered Office

The name of the corporation's initial registered agent is [REGISTERED AGENT NAME], who is (check one):

☐ an individual who is a resident of Virginia and an officer or director of the corporation
☐ a member of the Virginia State Bar
☐ an entity authorized to transact business in Virginia

The registered office address, identical to the registered agent's business office, is [________________________________], Virginia [____], located in the ☐ county ☐ city of [________________________________].

Article V — Capital Stock

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

B. Ownership restriction. Shares may be issued to and held only by:

• individuals duly licensed to practice [PROFESSION] in Virginia;
• a professional corporation, professional limited liability company, or partnership all of whose owners are licensed to render the same professional service, to the extent permitted by Va. Code §§ 13.1-544 and 13.1-549; and
• the estate or personal representative of a deceased or disqualified shareholder for the limited wind-down period permitted by Va. Code § 13.1-552.

Article VI — Incorporator(s)

Each incorporator is a natural person licensed to practice [PROFESSION] in Virginia.

Article VII — Directors

A. The initial board of directors consists of [____] director(s).

B. Each director must be a shareholder duly licensed to practice [PROFESSION] in Virginia (Va. Code § 13.1-553).

Article VIII — Professional Licensing

A. Each shareholder, director, and officer shall at all times maintain a current, active Virginia license to practice [PROFESSION].

B. If any shareholder's license is revoked, suspended, surrendered, or otherwise lapses, or the shareholder otherwise becomes a disqualified person under Va. Code § 13.1-551, the shareholder shall immediately cease rendering professional services through the corporation and shall transfer their shares in accordance with Article IX and Va. Code § 13.1-552.

C. The corporation shall promptly notify the [VIRGINIA LICENSING BOARD] of any change required by board rule.

Article IX — Share Transfer Restrictions and Mandatory Buy-Back

A. Restriction. No shareholder may sell, assign, pledge, or otherwise transfer shares to any person who is not duly licensed to practice [PROFESSION] in Virginia, except as permitted by Va. Code §§ 13.1-550 and 13.1-552. Any purported transfer in violation of this Article is void.

B. Mandatory buy-back on death or disqualification. Upon the death of a shareholder or upon a shareholder becoming a disqualified person, the corporation shall, within the period required by Va. Code § 13.1-552 (and in no event later than the statutory deadline applicable to the shareholder's status), purchase or cause a licensed person to purchase all of that shareholder's shares. The purchase price shall be determined by (check one):

☐ book value as of the most recent fiscal year-end
☐ fair market value determined by an independent appraiser
☐ a formula set forth in the Shareholders' Agreement: [________________________________]
☐ other: [________________________________]

C. Legend. Every share certificate shall bear a conspicuous legend referencing these transfer restrictions and the Virginia Professional Corporation Act.

Article X — Dissolution and Winding Up

A. Upon dissolution, all pending professional matters and client/patient obligations shall be completed or transferred to another person or entity licensed to render [PROFESSION].

B. The corporation shall give any notice of dissolution required by the [VIRGINIA LICENSING BOARD].

Incorporator Signature(s)

Executed on [__/__/____].

Part 3 — Articles of Organization — Professional Limited Liability Company (Virginia)

ARTICLES OF ORGANIZATION OF [COMPANY NAME], PLLC

A Virginia Professional Limited Liability Company

Pursuant to Chapters 12 and 13 of Title 13.1 of the Code of Virginia, the undersigned states as follows.

Article I — Name

The name of the company is [COMPANY NAME], PLLC, which contains the abbreviation "PLLC" in compliance with Va. Code § 13.1-1104.

Article II — Professional Purpose

The company is organized for the sole and specific purpose of rendering the single professional service of [PROFESSION] as defined in Va. Code § 13.1-1102, and may not engage in any other business except the investment of its funds (Va. Code § 13.1-1110).

Article III — Registered Agent

The name of the company's initial registered agent is [REGISTERED AGENT NAME], who is (check one):

☐ an individual who is a Virginia resident and a member or manager of the company (or of a member/manager entity)
☐ a member of the Virginia State Bar
☐ a domestic or foreign entity authorized to transact business in Virginia

Article IV — Registered Office

The company's initial registered office address, identical to the registered agent's business office, is [________________________________], Virginia [____], located in the ☐ county ☐ city of [________________________________].

Article V — Principal Office

The company's principal office address is [________________________________].

Article VI — Membership and Licensure

A. Every member of the company is, and shall continually be, duly licensed to practice [PROFESSION] in Virginia (Va. Code § 13.1-1103), except that for a company rendering the services of architects, professional engineers, land surveyors, landscape architects, or certified interior designers, at least two-thirds of the members must be so licensed (Va. Code § 13.1-1111).

B. Management. The company is (check one): ☐ member-managed ☐ manager-managed. Any manager who renders or supervises professional services must be duly licensed to practice [PROFESSION] in Virginia.

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

A. Restriction. No member may transfer a membership interest carrying the right to participate in the rendering of professional services to any person not duly licensed to practice [PROFESSION] in Virginia, except as permitted by Va. Code § 13.1-1115. Any purported transfer in violation of this Article is void.

B. Mandatory disposition on death or disqualification. Upon the death of a member or a member becoming a disqualified person under Va. Code § 13.1-1116, the company shall acquire or cause a licensed person to acquire that member's interest within the period required by Va. Code § 13.1-1117. The purchase price shall be determined by (check one):

☐ fair market value determined by an independent appraiser
☐ a formula set forth in the Operating Agreement: [________________________________]
☐ other: [________________________________]

Article VIII — Professional Compliance

The company shall render professional services only through members, managers, employees, and agents duly licensed to practice [PROFESSION] in Virginia (Va. Code § 13.1-1107), and shall comply with all rules of the [VIRGINIA LICENSING BOARD].

Organizer Signature(s)

Executed on [__/__/____].

Part 4 — Licensing-Board Approval / Registration Block

☐ Board registration / certificate attached — The [VIRGINIA LICENSING BOARD] has issued the registration or certificate required for this professional entity. Document dated [__/__/____] is attached as Exhibit A.

☐ Attorney registration certificate — A registration certificate has been obtained as required by Va. Code § 13.1-549.2 (PC) or § 13.1-1113 (PLLC). Certificate No.: [____________]; dated [__/__/____].

☐ No separate board certificate required — The applicable Virginia licensing board does not require a pre-filing certificate for this profession; the entity nonetheless will render services only through licensed persons.

Licensing board / authority: [________________________________]
Contact: [________________________________]

Part 5 — Signature Blocks

Incorporator / Organizer. The undersigned executes the foregoing as of [__/__/____].

By: [________________________________]
Name: [________________________________]
Title: ☐ Incorporator (PC) ☐ Organizer (PLLC)
Virginia License No.: [____________]

Registered Agent Consent (recommended). The undersigned consents to serve as registered agent for the entity.

By: [________________________________]
Name: [________________________________]
Date: [__/__/____]

Sources and References

• Virginia Professional Corporation Act, Va. Code § 13.1-542.1 et seq. (Chapter 7, Title 13.1) — https://law.lis.virginia.gov/vacode/title13.1/chapter7/
• Va. Code § 13.1-544.1 (Use of "P.C." or "PC") — https://law.lis.virginia.gov/vacode/title13.1/chapter7/section13.1-544.1/
• Virginia Professional Limited Liability Company Act, Va. Code § 13.1-1100 et seq. (Chapter 13, Title 13.1) — https://law.lis.virginia.gov/vacode/title13.1/chapter13/
• Va. Code § 13.1-1104 (PLLC name) — https://law.lis.virginia.gov/vacode/title13.1/chapter13/section13.1-1104/
• Virginia SCC — Business Forms and Fees (LLC1103 PLLC; SCC619 stock corporation) — https://www.scc.virginia.gov/businesses/forms-and-fees/
• Virginia SCC — Professional LLC FAQs — https://www.scc.virginia.gov/businesses/business-faqs/professional-llc-faqs/
• Virginia SCC Clerk's Information System (CIS) — https://cis.scc.virginia.gov/
• Va. Code § 54.1-3902 (Professional corporations; PLLCs; RLLPs — practice of law) — https://law.lis.virginia.gov/vacode/title54.1/chapter39/section54.1-3902/