PLLC vs. PC in Ohio: Structuring Guide for Licensed Professionals

Launching a medical clinic in Cleveland, an accounting firm in Columbus, or an architectural studio in Cincinnati requires more than a state occupational license. Choosing the wrong legal entity-or allowing an unlicensed investor or family member to hold equity in your practice-can trigger disciplinary proceedings, invalidate fee agreements, and expose your personal assets to business creditors.

Unlike neighboring states that require licensed practitioners to form a specialized Professional Limited Liability Company (PLLC), Ohio takes a unique statutory approach. In Ohio, there is no separate PLLC filing; instead, licensed professionals choose between forming a standard Limited Liability Company (LLC) that renders professional services under Ohio Rev. Code § 1706.05 or incorporating a Professional Association (often referred to nationally as a Professional Corporation or PC, and designated in Ohio as an LPA or Corp.) under Ohio Rev. Code § 1785.02. This guide breaks down Ohio's entity rules, the Corporate Practice of Medicine doctrine, and profession-by-profession mandates.

Ohio's Rules for Professional Entities and the Corporate Practice of Medicine Doctrine

Historically, the Corporate Practice of Medicine (CPOM) doctrine prohibited general business corporations from employing physicians or profiting from medical care, forcing doctors to organize exclusively as Professional Associations under Ohio Rev. Code § 1785.01. However, following legislative reforms, the State Medical Board of Ohio, Columbus formally confirmed that Ohio no longer enforces a blanket Corporate Practice of Medicine ban. Licensed physicians may render medical services through a standard LLC, a general for-profit corporation, or a Professional Association, provided two strict legal boundaries are respected:

• Independent Clinical Judgment: Lay owners or corporate managers in a standard LLC or general corporation cannot interfere with a physician's independent medical judgment or clinical decision-making under Ohio Rev. Code § 4731.22.
• Strict Ownership Rules for LPAs and Pain Clinics: If practitioners elect to form a Professional Association under Ohio Rev. Code § 1785.02, 100% of the shares must still be owned by licensed professionals. Furthermore, specialized pain management clinics remain subject to strict physician-only ownership mandates under Ohio Rev. Code § 4731.054.
• Malpractice Liability Realities: Regardless of whether you form an LLC or an LPA, neither structure shields a professional from personal liability for their own negligence or malpractice. As the Supreme Court of Ohio, Columbus established in Natl. Union Fire Ins. Co. v. Wuerth, 122 Ohio St. 3d 594 (OH Supreme Court 2009), only licensed individuals practice a profession directly, and an entity's malpractice liability is vicarious-a principle similarly applied to medical practice groups in McQuade v. Mayfield Clinic, Inc., 186 N.E.3d 278 (OH Court of Appeals 2022). Both structures do, however, shield innocent co-owners from personal liability for a partner's malpractice and commercial debts under Ohio Rev. Code § 1706.26.

Rules by Profession: Who Must Form an LPA vs. an LLC?

Under Ohio Rev. Code § 1785.09, Ohio law explicitly permits professionals to organize as a standard LLC rather than a Professional Association, provided they comply with their specific state licensing board's rules.

Medical Doctors and Dentists

Medical doctors (MDs and DOs), chiropractors, optometrists, and podiatrists may form either a Chapter 1785 Professional Association or a Chapter 1706 LLC. If a multi-disciplinary medical group includes both MDs and chiropractors or psychologists as co-owners, Ohio law allows them to combine within the same entity. However, dentists face much stricter naming and ownership rules enforced by the Ohio State Dental Board, Columbus. Under Ohio Rev. Code § 4715.18 and Ohio Admin. Code § 4715-13-02, a dental practice may organize as an LPA or an LLC, but only actively licensed dentists may hold ownership, and the formal entity name (as well as any trade name) must include the surname of one or more currently practicing dentist owners.

CPAs and Accountants

Public accounting firms are regulated by the Accountancy Board of Ohio, Columbus under Ohio Rev. Code § 4701.04 and Ohio Rev. Code § 4701.14. CPAs are not forced to form a strict 100%-licensed Professional Association; they may organize as an LLC, LPA, or general corporation. Remarkably, Ohio permits minority non-CPA ownership in a registered public accounting firm, provided that more than 50% of the financial equity and voting rights belong to certified public accountants, and all non-CPA owners actively work in the firm and abide by AICPA professional conduct standards.

Architects and Engineers

Design professionals have a dual-filing mandate. Under Ohio Rev. Code § 4703.18 (architects) and Ohio Rev. Code § 4733.16 (professional engineers and surveyors), practitioners may form either an LLC or a Professional Association. However, before bidding on projects or offering services, the entity must obtain a Certificate of Authorization (COA) from the Ohio Architects Board, Columbus or the State Board of Registration for Professional Engineers and Surveyors, Columbus. For architecture firms, more than 50% of the partners, members, or shareholders must be registered design professionals. Engineering LLCs and corporations must designate a licensed Ohio Professional Engineer in responsible charge of all engineering activities and renew their COA biennially by June 30 of even-numbered years.

Attorneys

Lawyers practicing in Ohio are governed by the Supreme Court of Ohio, Columbus under Ohio Gov. Bar R. III. Attorneys may form a Legal Professional Association (LPA), an LLC, or a Limited Liability Partnership (LLP). Regardless of whether a law firm chooses an LPA or an LLC, 100% of the equity owners, members, and managers must be licensed to practice law-non-lawyer ownership and fee-splitting remain strictly prohibited. Additionally, Ohio Gov. Bar R. III Section 4 requires law firms organized as LPAs or LLCs to maintain adequate professional liability insurance (or segregated financial reserves) of at least $50,000 per claim and $100,000 in the aggregate multiplied by the number of attorneys, or shareholders and members risk losing their statutory shield against vicarious liability for a co-owner's malpractice.

Step-by-Step Process in Ohio

Whether your practice is based near the Franklin County Court of Common Pleas, Columbus, the Cuyahoga County Court of Common Pleas, Cleveland, or the Hamilton County Court of Common Pleas, Cincinnati, setting up a compliant professional entity follows five structured steps.

Step 1: Gathering Documents and Verifying Board Rules

Confirm the active license numbers of all founding members or shareholders. Review your licensing board's administrative rules regarding non-licensed spouses, trusts, or holding companies before drafting equity splits.

Step 2: Selecting a Compliant Entity Name

If forming an LLC, your name must include 'LLC' or 'Limited Liability Company.' If forming a Professional Association under Ohio Rev. Code § 1785.02, your name must include 'Company,' 'Co.,' 'Corporation,' 'Corp.,' 'Incorporated,' 'Inc.,' or 'LPA' (for attorneys). Dental practices must ensure the practicing dentist's last name is embedded in the title.

Step 3: Filing Formation Documents with the Secretary of State

Submit your formation paperwork online via Ohio Business Central or by mail to the Ohio Secretary of State, Business Services Division, Columbus. To form a Professional Association, file Form 532C, Ohio, Secretary of State, Initial Articles of Incorporation (Professional Association, Domestic Corporation) and state the exact profession being practiced. To form a professional LLC, file Form 610, Ohio, Secretary of State, Articles of Organization for a Domestic Limited Liability Company (which replaced the legacy Form 533A, Ohio, Secretary of State, Articles of Organization for a Domestic Limited Liability Company).

Step 4: Obtaining a Certificate of Authorization from Your Licensing Board

Architecture, engineering, surveying, and public accounting entities must submit their stamped Secretary of State approval certificate to their respective state board in Columbus to secure a firm registration or Certificate of Authorization before serving clients.

Step 5: Drafting Governance Agreements and Maintaining Biennial Filings

Draft an Operating Agreement (for an LLC) or Bylaws and a Buy-Sell Agreement (for an LPA) containing mandatory share-redemption clauses if an owner loses their professional license, retires, or passes away. If you formed an LPA, you must file Form 520, Ohio, Secretary of State, Biennial Report of Professional Association every even-numbered year inside the July window required by Ohio Rev. Code § 1785.06.

How Much Does it Cost in Ohio?

• Secretary of State Filing Fee: $99 flat fee for either Form 532C (Professional Association) or Form 610 (Domestic LLC).
• Optional Expedited Processing Fees: $100 for 2-business-day processing, $200 for 1-business-day processing, or $300 for 4-hour walk-in processing.
• Board Certificate of Authorization (COA) Fees: Ranges from $0 for medical and legal entities to $50-$125 for engineering, architecture, and CPA firm registrations.
• LPA Biennial Statement Fee: $25 every two years for Professional Associations (LLCs pay $0 in ongoing Secretary of State report fees).
• Legal Fees: Hiring an Ohio business and healthcare attorney from our directory to draft board-compliant Operating Agreements, Buy-Sell restrictions, and Management Services Organization (MSO) contracts typically costs between $1,500 and $4,500.

How Long Does the Process Take?

Standard online filings with the Secretary of State take 3 to 7 business days to approve, or 1 to 2 business days with expedited service. However, if your profession requires a separate Certificate of Authorization from a state licensing board-such as engineering, architecture, or public accounting-board review adds an extra 2 to 4 weeks before your entity can legally sign client engagements.

Frequently Asked Questions (FAQ)