Articles of Incorporation
The statutory filing document names the professional corporation, purpose, incorporator, and professional license confirmations; it must meet the Secretary of State’s format and include required license disclosures.
A Professional Healthcare Corporation clarifies governance for licensed providers, can offer limited liability for shareholders, formalizes tax classification options, and helps meet state board and credentialing requirements while keeping professional practice separate from other business activities.
Professionals and administrators commonly involved in formation and maintenance are listed below.
These roles collaborate with counsel, accountants, and state filing authorities to complete and maintain the corporation.
The statutory filing document names the professional corporation, purpose, incorporator, and professional license confirmations; it must meet the Secretary of State’s format and include required license disclosures.
Internal governance rules covering meetings, officer duties, shareholder voting, and procedures for admitting or removing licensed shareholders; bylaws should align with professional board standards and licensing constraints.
Agreement among owners addressing ownership transfer restrictions, buy-sell terms on disability or death, restrictions to licensed professionals, and how professional licensure affects shareholding.
Sections that identify each licensed shareholder, their license numbers, issuing state, and attestation that services will be performed only by licensed individuals as required by state statute.
Initial organizational minutes, election of directors/officers, and resolutions authorizing bank accounts, tax elections, and agent appointments; required for bank setup and credentialing.
Documentation of federal tax classification (C corporation, S corporation, or passthrough) and any timely IRS elections, including required shareholder consents and Form 2553 where applicable.
| Field | Configuration |
|---|---|
| Template | Save articles and bylaws as reusable templates |
| Conditional fields | Show license fields only for professional signers |
| Signer roles | Assign incorporator, officer, and witness roles |
| Authentication | Use email plus optional SMS or KBA |
Use a secure eSignature platform that supports audit trails, multi-factor signer authentication, and HIPAA protections when handling PHI.
File articles with state SoS according to state processing timelines
Apply for EIN immediately after filing to enable banking and payroll
S-corp: Form 1120-S due Mar 15; C-corp: Form 1120 due Apr 15
State annual report due per state schedule; late fees apply
Issue K-1s or equivalent by Mar 15 for S-corporations
A managing physician or licensed shareholder typically signs the professional attestation sections and certifies that the corporation will provide services only through licensed individuals. This signer must include license number and title and may be required to provide supporting documentation to the state or credentialing organizations.
A practice administrator or corporate officer usually handles operational sections, signs organizational minutes, and submits filings to the Secretary of State. This person coordinates tax elections, banking setup, and distribution of fully executed corporate records to stakeholders.
A single physician forms a PC to separate clinical practice income and limit personal exposure
A group of clinicians reorganizes into a professional corporation to formalize ownership and buy-sell terms
| signNow | DocuSign | Adobe Sign | PandaDoc | HelloSign | |
|---|---|---|---|---|---|
| Starting Price | $8/user/mo | $15/user/mo | $14/user/mo | $19/user/mo | $15/user/mo |
| Free Trial | 7-day free trial | Varies by vendor | Varies by vendor | Varies by vendor | Varies by vendor |
| Bulk Send | Yes | Yes | Yes | Yes | No |
| Audit Trail | Yes | Yes | Yes | Yes | Yes |
| HIPAA Compliant | Yes | Yes | Yes | No | No |