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Professional Limited Liability Company Form

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PROFESSIONAL LIMITED LIABILITY COMPANY AGREEMENT

This Professional Limited Liability Company Agreement (the Agreement) is made and entered into as of by and between Company Name: , a professional limited liability company organized under the laws of the State of Formation: , and Member/Service Provider: (each a Party and collectively the Parties).

WHEREAS

WHEREAS, the Company has been formed to provide licensed professional services within the scope authorized by applicable professional licensing authorities and to conduct related lawful business activities consistent with its stated professional purpose.

WHEREAS, the Member/Service Provider possesses the qualifications, licensure, and experience necessary to perform the professional services described in this Agreement and agrees to render such services to the Company pursuant to the terms set forth herein.

WHEREAS, the Parties desire to set forth their mutual rights, duties, and obligations with respect to the provision of professional services, compensation, confidentiality, governance, and other matters relevant to the Company’s operation.

DEFINITIONS

For purposes of this Agreement, capitalized terms not otherwise defined shall have the meanings ascribed to them in this Agreement. "Confidential Information" means any non-public information disclosed by one Party to the other in connection with the services, including client records, financial information, trade secrets, methodologies, and other proprietary or sensitive information.

SCOPE OF WORK

The Member/Service Provider shall provide the professional services described below to the Company and its clients in conformity with applicable professional standards and licensure requirements. The Member/Service Provider shall maintain any required professional licenses and shall perform services only within the scope of those licenses.

PAYMENT TERMS

As consideration for the Services, the Company shall pay the Member/Service Provider in accordance with the following terms.

All payments are to be made in United States dollars, and the Member/Service Provider shall be responsible for all federal, state, and local taxes attributable to payments received under this Agreement unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon delivering the notice required above. The Company may terminate immediately for cause upon written notice if the Member/Service Provider engages in professional misconduct, loses license, or materially breaches this Agreement and fails to cure within fifteen (15) days after written notice. Upon termination, the Member/Service Provider shall be entitled to payment for services performed and reimbursable expenses incurred through the effective date of termination, subject to any offsets for damages resulting from breach.

CONFIDENTIALITY

Each Party shall hold in strict confidence and shall not disclose, publish, or use except in performance of its obligations under this Agreement any Confidential Information of the other Party. The receiving Party shall take all reasonable measures to protect the confidentiality of such information and shall restrict access to employees, agents, and subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Confidentiality obligations shall not apply to information that: (a) is or becomes generally available to the public through no fault of the receiving Party; (b) was lawfully in the receiving Party’s possession prior to receipt from the disclosing Party; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing Party’s Confidential Information. The obligations in this Section shall survive termination of this Agreement for a period of years.

INDEMNIFICATION AND LIABILITY

The Member/Service Provider shall indemnify, defend and hold harmless the Company and its officers, managers, and employees from and against any losses, claims, liabilities, damages, and expenses arising out of the Member/Service Provider’s negligent acts, willful misconduct, or breach of this Agreement, except to the extent such losses arise from the gross negligence or willful misconduct of the indemnified Party. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither Party shall be liable to the other for consequential, incidental, or punitive damages.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either Party may designate by written notice to the other. Notices shall be deemed given upon personal delivery, three (3) business days after deposit in the mail, or one (1) business day after delivery by nationally recognized overnight courier.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The Parties agree that disputes arising out of this Agreement shall be resolved in the state and federal courts located in that State, subject to any mandatory jurisdictional limitations related to professional licensing matters.

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

MISCELLANEOUS PROVISIONS

The Parties are independent contractors. Nothing in this Agreement shall be deemed to create an agency, joint venture, partnership, or employment relationship between the Parties for any purpose. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

Company Name (Printed):

By:

Date:

Member/Service Provider (Printed):

By:

Date:

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What the Professional Limited Liability Company Form Is

The Professional Limited Liability Company Form documents the creation or registration of a professional limited liability company (PLLC) or the designation of professional services provided by an LLC in states that require a separate filing for licensed professions. It typically records the business name, licensed professional owners, the professional service(s) offered, the statutory agent or registered agent, management structure, and the governing state law for the entity. The form differs from a standard Articles of Organization by requiring professional licensing details and, in some states, evidence of licensure for each member or manager.

Why this Form Matters for Licensed Professionals

Filing the Professional Limited Liability Company Form ensures the entity complies with state rules for regulated professions, clarifies liability protections limited to business obligations, and documents that owners meet required professional licensure standards under state law such as ESIGN/UETA considerations for electronic records.

Why this Form Matters for Licensed Professionals

Who commonly prepares or signs this form

Professionals and advisors who create, register, or manage PLLCs include attorneys, physicians, architects, and firm administrators; state licensing boards and Secretary of State offices receive these filings.

Filing may also require verification from licensing boards or attached licensure evidence; requirements vary by state.

Typical signers and roles

Owner / Member

A licensed professional who owns membership interest in the PLLC. They sign to confirm identity, licensure, and acceptance of organizational terms; accuracy in name and license number is required for state acceptance.

Registered Agent / Manager

The registered agent or designated manager signs to accept service of process and acknowledge management duties. This signer must provide a valid business or residential address per state filing rules.

Core elements included on the form

The Professional Limited Liability Company Form collects entity identity details, member and manager information, professional licensing evidence, registered agent data, and statutory governance choices. Each section ties to a legal requirement or state filing step.

Entity Name

Official PLLC name exactly as it should appear in the state record; many states require the words 'Professional Limited Liability Company' or an approved abbreviation.

Purpose / Services

A concise description of the professional services to be provided (for example, 'medical practice' or 'architectural services'); some states require a statutory purpose clause.

Member Licenses

Names, profession, and license numbers for each licensed member or manager; states may require attaching copies or verification from licensing boards.

Registered Agent

Name and street address of the registered or statutory agent who accepts legal service on behalf of the PLLC.

Management Structure

Indicate whether the PLLC is member-managed or manager-managed and provide manager names if applicable.

Signatures

Signature blocks for members, managers, or authorized representatives; some states require notarization or witness blocks.

Required data fields at a glance

Entity Name: Legal business name
Principal Address: Street address with ZIP
Registered Agent: Agent name and address
Professional Licenses: License numbers and issuing board
Management Type: Member- or manager-managed
Signature & Date: Signer name, title, and date

Step-by-step: completing the Professional Limited Liability Company Form

Follow the sequence below to assemble the filing package, verify licensure, and submit to the appropriate state filing office or licensing board.

  • 01
    Prepare entity details: Confirm the PLLC name, principal address, and management structure.
  • 02
    Gather licenses: Collect license numbers or verification letters for each licensed member.
  • 03
    Complete the form: Fill each field per the state form instructions and include attachments.
  • 04
    Submit and pay: File with the state filing office and pay the applicable fee.

Typical submission and processing flow

Most PLLC filings follow a predictable path from document completion to state recording and issuance of a stamped filing receipt.

  • Draft: Assemble form data, member licenses, and any attachments.
  • Review: Have a licensed member or attorney verify accuracy and completeness.
  • File: Submit online or by mail to the Secretary of State or equivalent agency.
  • Record: State reviews, records, then issues a stamped copy or confirmation.

Setting up an online completion workflow

Configure a digital workflow to collect member licenses, signatures, and submit the form to the filing office electronically where allowed.

Field Configuration
Name Field Required, autofill from entity profile
License Attachment Required, PDF or image upload
Signature Field Signer authentication via email or SMS code
Submit Action Export PDF and save for submission

Digital signing and submission considerations

Use an eSignature platform that supports PDF and DOCX, audit trails, and optional stronger signer authentication for regulatory filings.

  • File formats: PDF and Word (DOCX) are standard for state filings.
  • Authentication: Email, SMS, or two-factor authentication adds signer attribution.
  • Audit trail: Capture timestamps, IP, and signer actions for recordkeeping.

Ensure the platform you select can export the signed document in a court-ready PDF/A format and preserve an immutable audit trail for the entity record.

Typical timelines and processing expectations

Processing times and deadlines vary by state and whether filings are submitted electronically or by mail; verify current timelines with the state's business filing office.

State filing time:

Typically 1–14 business days, expedited options vary

Expedited filing:

Some states offer same-day or 24–48 hour processing for fees

Licensing board checks:

May add additional review time of several days

Document return:

State issues stamped articles or confirmation by email or mail

Record retention:

Keep originals and digital copies per retention rules

Key filing milestones from start to recorded entity

A sequential view of milestones shows when to expect state actions and when to update internal records.

01

Prepare and Verify

Collect licenses, confirm entity name availability and internal approvals.

02

File with State

Submit the PLLC form and pay the required state fee.

03

State Review

Agency verifies completeness and licensure; may request corrections.

04

Record and Confirm

State records the filing and provides a stamped certificate or confirmation.

eSignature platform pricing and capability snapshot

Comparing typical entry-level pricing and basic capabilities can help you choose an eSignature provider for PLLC form completion; signNow is listed first per vendor comparison conventions.

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 plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No envelope cap 100 envelopes/user/year Varies Varies Varies

Consequences and filing risks to avoid

Rejected Filing: Incorrect or missing license numbers can lead to filing rejection and processing delays
Civil Penalties: Failing to register properly may expose the firm to fines or administrative penalties
Loss of Liability Shield: Improper formation procedures risk weakening limited liability protections
Tax Complications: Incorrect entity classification can create unexpected tax reporting obligations
Delayed Licensure: Missing board approvals can prevent the firm from legally offering professional services
Data Privacy Violations: Using noncompliant eSignature workflows for PHI can violate HIPAA without a signed BAA

Common mistakes to avoid

  • Using inconsistent legal names across filings and licenses causes rejections and banking delays.
  • Omitting license numbers or failing to attach verification from the issuing board triggers compliance reviews.
  • Choosing the wrong management type (member vs manager) can misstate authority and bank signing rights.
  • Failing to confirm notarization or witness requirements for your state produces rejected submissions.

Real-world examples of PLLC filings

Examples illustrate how professionals complete required fields and satisfy licensing checks in practice.

Optica Ventures LLC

A small medical group formed a PLLC to limit business liability and centralize billing

  • The practice attached license verification for each physician
  • The state issued a recorded certificate within five business days after expedited review and payment of an expedited fee.

Martin Properties

An architecture firm converted to a PLLC to meet board requirements

  • The firm included sealed copies of state licenses and a manager-managed designation
  • The filing required notarized signature blocks per the state and was recorded with the Secretary of State.

FAQs and troubleshooting for the Professional Limited Liability Company Form

Answers to common questions about completing, signing, and submitting the PLLC form, including licensing and eSignature concerns.


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