Are you considering starting a professional corporation in California? Congratulations! Establishing a professional corporation is an excellent choice for entrepreneurs and professionals alike who seek to benefit from a business structure that provides limited liability protection, tax advantages, and enhanced credibility. However, navigating the process of forming a professional corporation in California can be daunting.
This article aims to provide a comprehensive guide on how to form a professional corporation in California, covering everything from understanding the basics of this business entity to the essential steps and requirements you must comply with to launch your new venture successfully. Let’s dive in and explore the ins and outs of forming a professional corporation in California!
On this page, you’ll learn about the following:
- What is a Professional Corporation in California?
- How to Form a Professional Corporation in California
- Step 1: Verify If You Are Qualified for a Professional Corporation
- Step 2: Name your Professional Corporation in California
- Step 3: Choose the California Agent for Service of Process
- Step 4: File the Articles of Incorporation in California
- Step 5: Write an Operating Agreement in California
- Step 6: Designate the PC Board of Directors in California
- Step 7: Write the Corporate Bylaws
- Step 8: Hold the First Board of Directors’ Meeting
- Step 9: Request an EIN in California
- Step 10: Open a Bank Account and Prepare for Taxes
- Step 11: Get a Business License in California
- Step 12: File Your Taxes in California
- Important Information
- Advantages of Forming a Professional Corporation in California
- FAQs
What is a Professional Corporation in California?
A professional service corporation (PSC), sometimes called a professional corporation (abbreviated as PC), is a type of organization authorized by state law to allow owners of particularly licensed professions in California. The owner of a professional corporation is responsible for their own negligence or misconduct, but they are not held personally accountable for the actions of other owners. PC or P.C. is a regularly used abbreviation to identify professional corporations.
PCs and LLCs provide personal asset protection; that is, the personal assets are free from business debts. However, they do not have similar tax benefits. There is no secret formula as to which type of business structure is better than the other. It solely depends on the requirements of your business. However, forming an LLC is easier than setting up a PC in California.
– LLCBuddy Editorial Team
Unlike other types of corporations, owners of Professional Corporations get two types of citizenship. One is where they incorporated the corporation, and the other is where they conduct the business. This benefit is not available for other types of corporations. You can form a free LLC in California if you hire a professional service that provides LLC formation at $0.
How to Form a Professional Corporation in California
To form a Professional Corporation for the professional service you provide, you must follow a few steps that include verifying if you are qualified for a PC, naming your business, hiring a Agent for Service of Process, filing the Articles of Incorporation, outlining an operating agreement, requesting for an EIN, opening a bank account, getting a business license, and filing for an annual report and taxes.
Step 1: Verify If You Are Qualified for a Professional Corporation
In forming a professional corporation in California, you should know if you are qualified. There are specific professions that are allowed to form a professional service corporation, including-
- Doctors
- Architects
- Engineers
- Accountants
- Lawyers and others
You should be qualified to have a license to provide your service. In most cases, once you have graduated with your studies, passed the exam, and got your license, you may now form a professional corporation. However, if you work in an industry that doesn’t offer a license or professional certification, you should consider forming a corporation or limited liability company.
Step 2: Name your Professional Corporation in California
After you have decided on the idea to form a professional corporation in California, deciding the name for your corporation is significant. There is a complete guide on California LLC name guidelines for you to have a proper business name. Here are some regulations you must follow while naming your professional corporation.
- The business name should have the word PC, frequently followed by the name of the principal owner in place of Inc or LLC. (Example. John Doe, MD, PC)
- No confusion with a government entity name.
- A unique name is needed with no match
- Limit of restricted words that need a license.
In California, if you do not wish to file your professional corporation right away but want to hold the name that you have decided on, then you can reserve your corporation name for 60 days. To keep the name, you must file a name reservation application with California Secretary of State.
A professional corporation, professional association, service corporation, or professional service corporation must be present in the name if it doesn’t already. You might opt to register your business under a different legal name if your preferred name isn’t available. Once you have chosen a name, you can submit an application for a DBA (doing business as). In this manner, you can choose any name you desire to run a clinic or law firm.
Step 3: Choose the California Agent for Service of Process
The next step in forming a professional corporation is hiring the California Agent for Service of Process, a person that accepts legal paperwork on behalf of your business. This person or business will receive important tax forms, legal documents, all notices of lawsuits, and other official government correspondence in California. Forming a professional corporation for your service will be easier if you have Agent for Service of Process in California.
Alternatively, you can serve as your own California Agent for Service of Process if you have the time. However, you must stay compliant to avoid missing any important documents from California.
Step 4: File the Articles of Incorporation in California
After you hire a California Agent for Service of Process to form a professional corporation, the next step is to file the California Articles of Incorporation. In writing the Articles of Incorporation, the business name, owner’s contact information, corporation address, and Agent for Service of Process contact information should be written. You should also include the names of all co-owners. All owners have to prove they have the proper license to practice the specific profession they intend to.
Filing the Articles of Incorporation in California may be done with three ways, online, by mail and in-person. The Articles of Incorporation fee may vary from different states. However, in California, it costs $100 for filing online and by mail. $115 for in person filing. Get the online form from Secretary of State, fill it up, and submit. Don’t refresh the page during the process. It will erase everything. . For offline filing, Send the form by mail to Secretary of State, Business Entities Filings, P.O. Box 944228, Sacramento, CA 94244. Or drop it off in person to 1500 11th St., 3rd Floor, Sacramento, CA – 95814.
Step 5: Write an Operating Agreement in California
An operating agreement is a document that contains all of your company’s organizational details. It is not required to draft an operating agreement in most states. Yet, having one as an internal document is strongly advised. The California operating agreement includes information like-
- About Business
- Members and management
- Capital contribution
- Profit Distribution
- Change of membership
- Dissolution
Step 6: Designate the PC Board of Directors in California
The next step is to appoint the initial board of directors in your PC in California. All the initial directors must submit their details to the owner. The owner must keep the records and submit them in accordance with the California SOS. When writing the By-laws, as a shareholder and owner, you must make sure there is a point mentioned about appointing a new director later.
Step 7: Write the Corporate Bylaws
Now that you are done forming the team of the board of directors, the next step is to draft corporate bylaws. Corporate bylaws are the basic rules that control a corporation. It includes the organization’s structure, processes, laws, and rules. As a result, all personnel, managers, and corporation members must obey the firm’s rules.
In creating corporate bylaws, you should include the following on how the decisions will be made.
- The responsibilities are given to each officer.
- How will judgments in business be made?
- Where and when are the annual shareholder meetings?
- The minimum number of shareholders required for decision-making.
- Location and timing of dividend payments.
Step 8: Hold the First Board of Directors’ Meeting
After drafting the corporate bylaws, gather all the board of directors for the first meeting. This meeting will be finalized by appointing directors to manage the company’s daily operations, approve the bylaws, choose the corporation’s accounting year, and approve the stock issue. All board meetings should have minutes taken and stored with the company’s records.
Step 9: Request an EIN in California
After documenting the operating agreement, you should get or request an Employer Identification Number (EIN). An EIN will serve as the tax ID for your professional corporation. EIN can be obtained from the Internal Revenue Service (IRS). It is a 9-digit number similar to Social Security Number. EIN, however, is distinct from SSN. It is only used for business-related activities, particularly for submitting general taxes. The form must be completed and uploaded to the IRS website.
The application of an EIN in California can be through the following:
- Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
- Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that the Form SS-4 contains all of the required information.
- Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is 4 weeks.
- Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.
After you have your EIN number, you can benefit in a number of ways. It will give your professional corporation the final advantage necessary to operate at full capacity without encountering legal or judicial issues.
Step 10: Open a Bank Account and Prepare for Taxes
Once you have filed and received your Employer Identification Number, you should open a bank account since you will use this account for yourself, your clients, and your employees.
Your business dealings in California might be simpler by having a US business bank account because it boosts your company’s legitimacy and liquidity. For firms other than sole proprietorships, most banks demand an EIN to create a business bank account. Also, keeping separate finances helps you avoid combining personal and professional finances. Also, having an EIN makes tax preparation easier. With a professional corporation, you can anticipate paying employment and corporate taxes.
Step 11: Get a Business License in California
Before your professional corporation operates in California, you need to have a business license first. A business license is a formal document issued by the state government agency that allows you to operate your business in the geographic region that that agency governs. In California, business license and permit costs depend on the business’s nature and type. You must check with the local authorities if any special licenses or city-based permits are needed.
Step 12: File Your Taxes in California
Finally, you are down to the last step. After getting a business license and being ready to operate, do not forget to file your taxes first. You should start paying taxes quarterly as soon as possible to avoid a large tax bill. Each state has different tax requirements. Go through the California classification of taxes for the taxes an LLC in California has to pay.
Important Information
Maintaining Professional and Business License in California
Now that you have established your professional corporation, you must maintain or renew your professional license every now and then. Even if your business is established but you don’t have a valid license to operate, your business is irrelevant. And, even if your professional license is still valid for a year or two, but your business license is already expired, it is still irrelevant.
Make time to check the status of your licenses at least once per year. Then, you can keep from missing anything significant. If there are any issues, you can address them.
Filing an Annual Report in California
In California, you will be required to submit a report each year. The owners’ and Agent for Service of Process’s names and contact details are listed in the annual report. Also, it should include all of your yearly financial activity. You must submit one yearly in California, and you can do it yourself or hire someone else to handle it. Everything must be precise and up to date.
Advantages of Forming a Professional Corporation in California
A professional corporation takes a lot of time to process and pursue. However, with the help of the California Agent for Service of Process, everything will become easier. In fact, there are advantages that will help you form a professional corporation in California.
- Limited Liability: The biggest advantage of setting up a professional corporation is that the owners are not held personally responsible for the debts and obligations of the company. This indicates that only the company’s assets will be confiscated to settle claims and creditors if the business is sued or declares bankruptcy. Additionally, this protection exempts corporate owners from being held accountable for other owners’ reckless or criminally negligent acts.
- Tax Deductions: Similar company expenses, such as employee fringe benefits, startup and operating costs, and equipment purchases, can be written off by professional companies in the same ways they can be for other kinds of firms. However, there are several tax deductions professional corporations can take advantage of that other types of businesses can’t. For example, the salaries and bonuses paid to owners and employees are tax-deductible.
- Retained Earnings: Professional corporations can keep a portion of their profits under the corporate tax system to grow their companies.
FAQs
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- Form a Professional Corporation in Tennessee
- Form a Professional Corporation in Texas
- Form a Professional Corporation in Utah
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- Form a Professional Corporation in Virginia
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Why California Professional Corporation is So Important
California professional corporations are unique entities that are specifically designed for businesses that provide professional services, such as doctors, lawyers, architects, and accountants. These entities offer a number of advantages that make them an appealing choice for professionals looking to start or expand their business.
One of the main reasons why California professional corporations are so important is liability protection. When a business operates as a professional corporation, the personal assets of the owners are protected from any liabilities incurred by the business. This means that if the company is sued or goes bankrupt, the owners will not be personally responsible for any debts or legal obligations.
In addition to liability protection, forming a professional corporation in California can also provide tax benefits. Professional corporations are typically subject to lower tax rates than other types of business entities, allowing owners to keep more of their hard-earned profits. This can be especially beneficial for professionals who have high-income earning potential.
Another reason why California professional corporations are so important is the ability to raise capital. Professional corporations have the option to issue stock, which can be an effective way to attract investors and raise funds for business expansion. This can be crucial for professionals looking to grow their practice or take on larger projects.
Additionally, forming a professional corporation in California can help enhance credibility and trust with clients. When clients see that a business is operating as a professional corporation, they are more likely to view it as a legitimate and reputable entity. This can help attract new clients, retain existing ones, and ultimately lead to a more successful business.
Finally, professional corporations in California offer flexibility and autonomy for owners. Owners have the ability to structure their business in a way that best suits their needs and goals. They can set their own compensation, make decisions about the direction of the business, and maintain control over day-to-day operations.
In conclusion, California professional corporations play a vital role in the success of businesses that provide professional services. From liability protection and tax benefits to raising capital and enhancing credibility, there are numerous reasons why forming a professional corporation in California is so important. Business owners who are looking to start or expand their professional practice should carefully consider the advantages of operating as a professional corporation and seek the guidance of a legal professional to ensure compliance with all applicable laws and regulations.
Conclusion
In forming a professional corporation in California, having someone to help you build it is not necessary but suggestible. Even though it is easy because of the listed benefits and advantages above, forming your group of professional individuals will make it somehow successful. Just make sure to be guided by the steps and ensure that every one of the details and records is accurate and precise. And if you have any questions, share them in the comment section below.