Syndicate Legal Advisory Services prepares the complete set of documents required to form a professional corporation in any U.S. state for a licensed practice — medical, dental, legal, accounting, architectural, engineering, veterinary, chiropractic, psychological, and the other professions each state’s professional corporation act covers — to organize it, to register it with the governing licensing board where the state requires registration, and to establish its governance, ownership, and compliance framework from the first day of practice. Working from the client’s answers to a structured intake and the licensure information of the shareholders, we draft, assemble, and organize every incorporation document, custom bylaws tailored to the practice’s ownership and management structure and the profession’s ownership restrictions, the licensing-board registration, the organizational resolutions and stock issuance documents, and the post-incorporation compliance calendar, so the corporation is formed correctly, owned and governed only by persons the statute permits, and positioned to stay in good standing with both the secretary of state and the licensing board. State filing fees, licensing-board registration fees, registered-agent fees, publication costs, and other third-party charges are not included in the flat fee and are the sole responsibility of the client.
Scope of work includes:
Formation and licensure planning — a structured intake and written summary confirming the state and the profession; whether the state requires or permits a professional corporation for that profession (or instead a professional LLC, a general corporation, or a professional association); the licensure status of each proposed shareholder, director, and officer against the statute’s requirement that they hold the license, and the limited positions some states open to unlicensed persons; whether more than one profession will be combined where permitted; the corporate name and its required designator; the registered agent; the authorized capital and share allocations among licensed owners; the professional liability insurance or security the statute requires; and any corporate-practice, fee-splitting, or management-services constraints that bear on the structure.
Name availability and professional designator — the name-availability search and reservation filing where wanted, confirmation that the name satisfies both the corporate statute and the licensing board’s naming rules (required designator such as “P.C.” or “A Professional Corporation,” use of licensees’ names, and restrictions on descriptive terms), and the fictitious-name permit where the practice will use a trade name.
Articles or certificate of incorporation — preparation of the articles in the form the professional corporation act requires, including the statement that the corporation is a professional corporation, the specific professional services it will render, the authorized shares (with the single-class structure most professional statutes require), the registered agent and incorporator, and the optional provisions appropriate to the practice: limitation of director liability to the extent the statute permits for non-professional matters, indemnification, and the share-ownership and transfer restrictions the statute mandates, ready for filing with the secretary of state or submitted on the client’s behalf with the client paying the state fee directly.
Custom bylaws — bylaws written for the practice’s specific structure, covering the standard corporate machinery (shareholder and board meetings, officers, stock, indemnification, records, and amendment) and the profession-specific provisions: the licensure qualifications for shareholders, directors, and officers; the automatic-transfer or redemption of shares on a shareholder’s death, disqualification, license suspension or revocation, or retirement, with the valuation method and payment terms; the prohibition on share ownership by unlicensed persons and the voting of shares held by estates; the professional’s personal responsibility for professional conduct notwithstanding the corporate form; the handling of patient or client records and confidentiality; the professional liability insurance requirement; and the procedures for admitting new licensed shareholders.
Licensing-board registration — preparation of the certificate of registration or board approval the state requires before the corporation may practice (such as a law corporation registration with the state bar or a professional corporation permit with the medical, dental, or accountancy board), with the shareholder and officer licensure certifications, the professional liability insurance or security certification, the board-required bylaw and articles provisions, and the registration-renewal calendar.
Organizational resolutions and initial records — the incorporator’s action and the board’s organizational consent adopting the bylaws, electing the licensed officers, authorizing the share issuance to the licensed shareholders, adopting the share certificate form with the required professional-corporation legend, authorizing the bank and trust accounts (including client trust or patient-fund accounts where the profession requires them), authorizing the tax elections and the board registration, and ratifying the incorporation; the stock ledger, legended share certificates, subscription agreements, and record book index.
Tax identification and elections — the federal employer identification number application; the Form 2553 S-corporation election where the shareholders elect it, with a note on the flat-rate personal service corporation tax that applies if the corporation remains a C corporation; and the state tax, employer, and professional-privilege registrations the practice requires.
Compliance filings and post-incorporation toolkit — the initial report where required, publication notices where required, the beneficial ownership information report where the corporation is subject to it under the rules in effect at formation, foreign registrations where the practice will operate in other states (subject to each state’s professional-corporation recognition rules), and a compliance calendar and template set for the annual shareholder and board consents, the annual report and franchise tax, the licensing-board registration renewal and the periodic certification of shareholder and officer licensure, the professional liability insurance renewal, the state tax filings, and the share-transfer procedures on a shareholder’s departure or disqualification, with a one-page summary of the formalities the professionals should observe.
Deliverable: a complete, indexed corporate record book (electronic and hard copy) containing the filed or file-ready articles, the executed bylaws, the shareholders’ agreement, the licensing-board registration, the organizational consents, the stock ledger and legended certificates, the subscription agreements, the tax identification and election documents, the compliance filings, and the compliance calendar, with a filing checklist and signature-ready versions of each document for execution by the licensed shareholders, directors, and officers.