How to Form a PC in Massachusetts

If you want to form a corporation for a licensed profession, you may be required to form a PC. Here’s what to know about PCs in Massachusetts:

What is a Massachusetts PC?

A Professional Corporation (PC) is a corporation owned by licensed professionals who provide “professional services.” According to MA Gen L ch 156A § 2, professional service providers include (but are not limited to):

• Physicians and surgeons
• Chiropractors
• Podiatrists
• Engineers
• Electrologists
• Physical therapists
• Psychologists
• Certified public accountants
• Public accountants
• Dentists
• Veterinarians
• Optometrists
• Acupuncturists
• Registered nurses
• Attorneys

Any other professional that requires a license “pursuant to the laws of the commonwealth” may form a professional business. However, all licensed professionals are ultimately bound by the rules of their regulating board.

For more on state licenses, see this list from the Division of Professional Licensure.

Do I need to form a PC in Massachusetts?

If you provide a professional service and want to form a corporation, you will most likely need to form a Professional Corporation. MA Gen L ch 156A § 3 does state that Massachusetts’s statutes should not “limit the rendering of professional services or the practice of any profession under any other provisions of law”—so you may still perform a professional service without a PC (or Professional LLC). But your business operations must fit within the rules of your profession’s regulating board.

How do I form a Massachusetts PC?

The structure of a Massachusetts PC looks a lot like a traditional Massachusetts Corporation. However, you’ll need to make sure your professional license—and the licenses of your members/managers—are current with your profession’s regulating board. You’ll also need to make sure you abide by any other conditions set out by your regulating board, including maintaining liability insurance.

How do I file Massachusetts Articles of Organization for a Professional Corporation?

The Articles of Organization for a Professional Corporation are similar to the articles you would complete for a traditional corporation—but they must include the type of “professional activity” your corporation will provide. Plus, alongside your articles, you must submit a Certificate by Regulatory Board form. The form should entail:

• Name of regulatory board.
• Name of corporation.
• Type of professional service to be rendered.
• Names and residential addresses of everyone duly licensed to practice said profession. (Including: incorporators, officers, directors, shareholders.)

Note that both forms “must be typed.”

Where do I send my PC Certificate of Organization?

You must send both your Certificate of Organization and Certificate by Regulatory Board forms via regular mail to:

The Commonwealth of Massachusetts
Secretary of the Commonwealth
One Ashburton Place, Room 1717
Boston, Massachusetts 02108-1512