If you are an architect, doctor, dentist, lawyer, or accountant looking to hang your shingle in Washington, you might hit a roadblock when you go to register your business. You select “Limited Liability Company” (LLC) on the form, only to find out you might actually be required to form a Professional Limited Liability Company, aka a PLLC.
While the two structures share the same DNA – offering pass-through taxation and liability protection – Washington law draws a sharp line between them based on the services you provide.
The Core Difference: Who Is It For?
The distinction between a standard LLC and a PLLC essentially boils down to licensure.
- Standard LLC: This is for almost any general business: a coffee shop, marketing agency, or retail store. It is a flexible entity designed to protect personal assets from business liabilities.
- PLLC (Professional LLC): This entity is specifically for businesses that provide a service requiring a state license or legal authorization to practice.
Who Must Form a PLLC?
If your business requires a license to operate, you likely must form a PLLC. Common examples include:
- Physicians and Dentists
- Attorneys
- Certified Public Accountants (CPAs)
- Architects and Engineers
- Chiropractors and Physical Therapists
- Veterinarians
The “Corporate Practice of Medicine” (CPOM) Doctrine
Why does Washington force doctors and dentists into this specific structure? The answer lies in a legal principle known as the Corporate Practice of Medicine (CPOM) doctrine. Washington (like many states) generally prohibits standard corporations or commercial entities from employing doctors or practicing medicine. The public policy goal is to prevent corporate interests—like maximizing shareholder profit—from interfering with a doctor’s independent medical judgment. A heart surgeon should answer to their patient and medical ethics, not a hedge fund manager who wants to cut costs.
Because a standard LLC can be owned by anyone (including non-professionals), allowing a medical practice to be a standard LLC would violate this doctrine. The PLLC structure solves this problem. By requiring that all members (owners) be licensed professionals in the same field (or allowed to practice together in some instances), the state ensures that clinical decisions remain in the hands of those ethically bound to the profession.
Unique Requirements for Dentists
The name of a professional limited liability company organized to render dental services must contain the full names or surnames of all members and no other word than “Chartered” or the words “Professional Services” or the abbreviation “P.L.L.C.” or “PLLC.” or “PS” or “PC”. See RCW 23.95.305.
The “Same Service” Rule
Generally, all members of a PLLC must be licensed to render the same specific professional service. For example, a law firm PLLC must be owned by lawyers. A dental PLLC must be owned by dentists.
Can Different Professions Mix?
Washington is pretty strict about “mixed” ownership, but there are exceptions. Under RCW 18.100.050(5), specific groups of health care professionals are allowed to co-own a professional entity. For instance, physicians, osteopaths, podiatrists, and dentists may potentially own a practice together, provided professionals with different licensure practice only in their licensed field. However, not all health professions can mix.
Out-of-State Members
Can a partner living in Oregon be a member of your Washington PLLC? Yes, provided they are licensed to practice the same profession in their home state. However, at least one manager (or member, if member-managed) of the Washington PLLC must be duly licensed in Washington State.
Licensing Requirements: Two Layers of Compliance
When forming a PLLC, you are dealing with two different types of licensing. Do not confuse them.
Individual Professional License. Every member practicing within the PLLC must maintain their personal license with the relevant state board (e.g., The Washington Medical Commission or the WSBA for lawyers). Note: If a member loses their license, they are legally disqualified from remaining a member of the PLLC and must be removed.
Business License. The PLLC itself is a separate legal entity. Once you file your Certificate of Formation with the Secretary of State, you must still apply for a standard state business license through the Department of Revenue (and potentially a city business license, depending on your location).
Summary
| Standard LLC | Professional LLC (PLLC) | |
| Primary Use | General business / Retail / Consulting | Licensed Services (Law, Medicine, CPA) |
| Ownership | Anyone can own it | Only licensed professionals |
| Liability | Protects personal assets | Protects personal assets, but does not shield you from your own malpractice |
| CPOM Compliance | No | Yes |
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