How to Form a PLLC in New York (and When You Need a PC Instead)

If you're a licensed professional in New York, a doctor, CPA, lawyer, architect, engineer, or therapist, you face a constraint most businesses don't: you cannot simply form an LLC. New York law requires licensed professionals to choose between a Professional Limited Liability Company (PLLC) and a Professional Corporation (PC). This guide walks you through the PLLC path, explains the PC alternative, and covers what you need to know before filing.

Who Must File as a PLLC or PC?

New York restricts certain professions to either PLLC or PC structures. Licensed professionals subject to this requirement include:

• Physicians, dentists, and other healthcare providers
• Certified Public Accountants (CPAs)
• Attorneys and law practitioners
• Architects and engineers
• Psychologists, therapists, and counselors
• Other regulated professions under New York State Education Department (NYSED) oversight

If you fall into one of these categories, a standard LLC is off the table. Your choice comes down to PLLC versus PC, and that decision carries real operational and tax consequences.

PLLC vs. PC: Which Should You Choose?

A PLLC (Professional Limited Liability Company) combines liability protection with pass-through taxation. Members report business income on their personal tax returns, and the PLLC itself is not taxed as a separate entity. This structure works well for solo practitioners or small groups who want simplicity and flexibility.

A Professional Corporation (PC) is a traditional corporation that can elect to be taxed as either a C-corp or S-corp. PCs offer stronger liability protection and may provide tax benefits for higher-income practices, but they require more formality (bylaws, board meetings, stock issuance) and carry double-taxation risk if you don't make an S-corp election.

Most solo practitioners and small professional practices choose PLLC because of its simplicity. If you're managing a larger practice or anticipating significant retained earnings, a CPA or attorney should help you model the tax implications of each structure.

NYSED Approval: The Critical First Step

Before you can file your PLLC Articles of Organization with the New York Department of State, you must obtain approval from NYSED's Office of the Professions. This step surprises many professionals, you cannot file first and ask permission later.

Contact the Office of the Professions for your specific profession to request:

• A consent letter or certificate of licensure acknowledging that you are licensed in your profession
• Confirmation of any restrictions on PLLC ownership (some professions limit who can hold membership)
• Specific naming rules for your PLLC (some professions require particular language)

This process typically takes a few weeks. Get this documentation before submitting your Articles of Organization, or the Department of State will reject your filing.

Step-by-Step: Forming Your PLLC in New York

1. Confirm Your Professional License

Verify that your license is current and in good standing with NYSED. Lapses or disciplinary actions may affect your ability to form a PLLC. Check your license status with the NYSED Office of the Professions online verification search, and confirm your proposed name is free on the New York Department of State business search.

2. Obtain NYSED Approval

Contact the NYSED Office of the Professions that oversees your profession. Request written consent or a certificate of licensure confirming you are eligible to operate a PLLC. Keep this document, you will need it for your filing.

3. Choose and Reserve Your PLLC Name

Your PLLC name must:

• Contain the words "Professional Limited Liability Company" or the abbreviation "PLLC" or "P.L.L.C."
• Be distinguishable from other LLCs, PLLCs, corporations, and partnerships already on file with the Department of State
• Comply with naming restrictions for your specific profession (ask NYSED during approval)

Before filing, you can reserve your name for 60 days by submitting an Application for Reservation of Name through the Department of State. The reservation fee is $20, and you can extend it twice for $20 each.

4. Draft and File Articles of Organization

File Articles of Organization (Form DOS-1336) with the New York Department of State Division of Corporations. You can file online through New York Business Express (the state's e-filing system) or by mail. Online filing is faster, you typically receive a filing receipt the same business day.

Your Articles must include:

• The PLLC's name (with "PLLC" or "Professional Limited Liability Company")
• The county where the principal office is located
• The name and address of each member (or the registered agent if you use one)
• A statement that the PLLC is formed to practice your profession
• Proof of NYSED approval (enclose the consent letter or certificate)

The current filing fee for Articles of Organization is $200. Processing through the e-filing system is typically same-day. If you need expedited handling, the Department of State offers same-day processing for an additional fee (confirm current fees on the Business Express portal).

5. Publish in Two Newspapers

Like all LLCs in New York, your PLLC must publish a notice of formation in two newspapers circulating in the county where your principal office is located. You must publish once a week for six consecutive weeks within 120 days of receiving your Department of State filing receipt.

Costs vary by newspaper; neither the state nor the newspapers publish a set rate, so contact local papers in your county for pricing. After publication is complete, you must file a Certificate of Publication with the Department of State for a $50 fee.

This requirement is non-negotiable: if you do not publish and file the Certificate of Publication within 120 days, the PLLC's authority to carry on business is suspended until you comply.

Annual Compliance: The Biennial Statement

Every two years, you must file a Biennial Statement with the Department of State during the same calendar month in which your Articles of Organization were filed. The filing fee is $9, and you can file online through the e-Statement Filing Service on the Department of State website.

For an LLC or PLLC, the statement sets out the address to which the Secretary of State mails any process served on your PLLC. Missing the deadline marks the PLLC as past due on Department of State records.

Taxation of Your PLLC

By default, a PLLC with a single member is taxed as a sole proprietorship for federal income tax purposes, and a multi-member PLLC is taxed as a partnership. New York does not levy a separate LLC franchise tax on pass-through PLLCs.

However, you must file Form IT-204-LL annually if your PLLC has New York source income. The state charges an annual filing fee scaled to your gross income, with a minimum of $25 and a maximum of $4,500. This fee is due by the 15th day of the third month after your tax year ends (usually March 15 for calendar-year filers).

If you elect to be taxed as a C-corporation, you become subject to New York's Article 9-A corporate franchise tax (6.5% business income base rate, plus additional taxes). Discuss this election with a CPA, it can make sense for high-income practices but adds complexity.

Important: Med Spa and Multi-Profession Ownership

If you're forming a medical spa or aesthetic practice, be aware that New York has specific rules about which professionals can own such operations and what licenses are required. Many states restrict med spa ownership to physicians or dentists. In New York, verify with NYSED and the appropriate health board whether your profession qualifies to own or operate a med spa, and whether additional licenses (e.g., massage therapy, esthetics) are required for staff or services.

Similarly, if you're partnering with professionals from a different licensed field (e.g., a physician and a therapist), confirm with NYSED whether your PLLC can accommodate multiple professions or whether you need separate entities.

Registered Agent and Service of Process

New York does not require you to appoint a private registered agent for your PLLC. By default, the Secretary of State is the statutory agent for service of process. Your Articles of Organization must include an address (inside or outside New York) to which the Secretary of State will forward any legal documents served on your PLLC.

If someone serves process on the Secretary of State, the server pays a $40 fee per service. You can optionally designate an additional registered agent in New York if you prefer a private third party to receive these documents first, but it is not required.

Licenses and Permits Beyond the PLLC

Forming your PLLC with the state is only the first step. Depending on your profession and location, you may also need:

• A professional license renewal or verification from NYSED or your state licensing board
• A local business license from your city or county (requirements vary by location)
• An employer identification number (EIN) from the IRS if you have employees
• A sales tax permit if your practice sells taxable products (New York's state sales tax is 4%, plus local taxes)
• Professional liability insurance (often required as a condition of practice)
• Controlled substance license (if applicable, DEA registration for physicians, dentists, etc.)

Check with your industry association and a business attorney to confirm what applies to your specific practice.

Timeline and Costs

NYSED approval: 2 to 4 weeks (varies by profession).

Name reservation (optional): $20 (extends your search time before filing).

Articles of Organization filing: $200, processed same-day through Business Express.

Newspaper publication: Varies by location and publication; typically $500 to $2,000 combined for six weeks in two papers. The Certificate of Publication filing is $50.

Biennial Statement: $9 every two years.

Total to launch: Roughly $770 to $2,300, depending on newspaper costs and whether you purchase expedited processing or a name reservation.

When to Consult a Professional

Forming a PLLC is straightforward, but the upstream decision, PLLC versus PC, and the tax implications, deserves expert input. A business attorney can review your Articles before filing and confirm compliance with your profession's regulations. A CPA or tax advisor can model the tax consequences of each structure and help you decide whether an S-corp election makes sense.

If you are bringing in partners or members, an attorney is essential to draft your operating agreement and clarify each person's rights and obligations.

Key Takeaways

• Licensed professionals in New York must file as a PLLC or PC, a standard LLC is not permitted.
• Before filing, obtain written consent or a certificate of licensure from NYSED.
• File Articles of Organization (Form DOS-1336) with the Department of State ($200 filing fee).
• Publish in two newspapers for six weeks and file a Certificate of Publication ($50) within 120 days.
• File a Biennial Statement every two years ($9) to stay in good standing.
• PLLCs are taxed as pass-through entities by default; file Form IT-204-LL with New York if you have state income.
• Consult an attorney and CPA before deciding between a PLLC and a PC.

Disclaimer

This article is informational and does not constitute legal, tax, or professional advice. Licensing requirements, tax treatment, and compliance obligations vary by profession and jurisdiction. Before forming your PLLC, consult a qualified attorney licensed in New York and a CPA or tax advisor to ensure your structure complies with state law and achieves your business goals. NYSED regulations and Department of State fees are subject to change, verify current requirements and costs directly with the state agencies listed in this guide.