Professional Corporation

A professional corporation is a corporation that is formed for the purpose of providing a professional service, which a typical corporation is prohibited from rendering by law. A “professional service” means any type of service that requires, as a condition precedent to the rendering of the service, the obtaining of a license in this state, as well as registration with the Texas Secretary of State.¹

Only a professional individual licensed to practice the same professional service as is provided by the professional corporation may be a governing person or managerial official of a professional corporation. Also note that a professional corporation cannot be formed for the practice of medicine.² If the purpose of the entity is to provide medical services, the professional may form either a professional association or a professional limited liability company.

Professional corporations are subject to a state franchise tax. The filing fee for a professional corporation is $300.

_{1 A professional corporation is governed by title 1, Chapters 20 and 21 of Title 2, and Chapters 301 and 303 of Title 7 of the Texas Business Organizations Code. Title 1, Chapter 3, Subchapter A of the Texas Business Organizations Code governs the formation of a professional corporation and sets forth the provisions required or permitted to be contained in the certificate of formation. Title 7, chapter 301 establishes certain restrictions and requirements regarding ownership and management of a professional corporation.}

_{2 Texas Business Organizations Code § 301.003(3)}