You are/were correct.
A professional limited liability company (“PLLC”) is a business entity designed for licensed professions, such as lawyers, doctors, architects, engineers, accountants, and chiropractors. While many businesses choose to form a limited liability company (“LLC”) because of the tax, limited liability, and other benefits, states generally don’t allow LLCs for businesses where a license is required. Licensed professionals who want the benefits of an LLC must form a PLLC instead.
Every state, with the exception of California, allows PLLCs, although state laws vary on what type of professionals must form one. In California, licensed professionals can form a professional corporation.
A “professional corporation” is a corporation organized under the General Corporation Law or the Moscone-Knox Professional Corporation Act and that is engaged in rendering professional services in a single profession (except as otherwise authorized in §13401.5) pursuant to a certificate of registration issued by the governmental agency regulating the profession and that in its practice or business designates itself as a professional or other corporation as may be required by statute. However, any professional corporation rendering professional services by persons duly licensed by the Medical Board of California, or any examining committee under the jurisdiction of the board, is not required to obtain a certificate of registration in order to render those professional services.
The articles of incorporation of a professional corporation must contain a specific statement that the corporation is a professional corporation within the Moscone-Knox Professional Corporation Act.No professional corporation can render professional services in this California without a currently effective certificate of registration issued by the governmental agency regulating the profession in which such corporation is or proposes to be engaged.A professional corporation may lawfully render professional services in this state, but only through employees who are licensed persons. The corporation may employ persons not so licensed, but such persons may not render any professional services rendered or to be rendered by that corporation in this state. A professional corporation may render professional services outside of this state, but only through employees who are licensed to render the same professional services in the jurisdiction or jurisdictions in which the person practices.Shares of capital stock in a professional corporation may be issued only to a licensed person or to a person who is licensed to render the same professional services in the jurisdiction or jurisdictions in which the person practices, and any shares issued in violation of this restriction are void.
I was wondering if a WY LLC owned by California licensed physicians can be a major shareholder of a California PC.
No. As stated, shares of capital stock in a professional corporation may be issued only to a licensed person or to a person who is licensed to render the same professional services in the jurisdiction or jurisdictions in which the person practices, and any shares issued in violation of this restriction are void.
Alternatively, can a Wyoming LLC (owned by California physicians) form a California PC, or better yet, can a Wyoming LLC simply foreign qualify their LLC in California and practice medicine in California (that would be easiest).
No. Regretfully, in CA the physicians are limited to forming a PC in CA and the Wyoming LLC cannot be part thereof.
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