Delaware does not offer a separate PLLC entity. Licensed professionals who want limited liability protection form a standard limited liability company under Title 6, Chapter 18 of the Delaware Code and then follow whatever rules their individual licensing board sets for practicing through a business entity. The formation paperwork, the $110 filing fee, the registered agent requirement, and the $300 annual franchise tax are identical to those for any other Delaware LLC. What differs is the professional licensing layer sitting on top, how liability actually works when malpractice is involved, and the tax elections you make with the IRS.
Who Can Form a Professional LLC in Delaware
Delaware defines professional service as any personal service that requires a license or other legal authorization before it can be offered to the public. The statute names architects, certified public accountants, chiropractors, dentists, physicians, optometrists, osteopaths, podiatrists, professional engineers, veterinarians, and attorneys, and the definition reaches other licensed fields as well.1Justia. Delaware Code Title 8 Chapter 6 Section 603 – Definitions
That definition lives in Title 8, Chapter 6, which governs professional service corporations. Delaware’s LLC Act in Title 6, Chapter 18 contains no separate subchapter restricting professional LLC formation. In practice, you file a regular LLC and then satisfy the conditions your professional licensing board imposes on entity practice. Board requirements commonly cover who may hold a membership interest, whether the firm must register separately with the board, and what disclosures must appear with the firm’s name. Call your board before filing anything with the state. The LLC paperwork is the easy part; the licensing conditions are what shape how your practice is actually allowed to operate.
What the LLC Protects You From, and What It Doesn’t
Under Delaware’s LLC Act, the debts and obligations of the company belong to the company alone, and no member or manager is personally liable for them simply by virtue of that status.2Delaware Code Online. Delaware Code Title 6 Chapter 18 Subchapter III – Members A lease dispute, an unpaid vendor, a slip-and-fall in the waiting room: those exposures stay with the entity and keep your house and personal accounts out of reach.
Professional malpractice is the exception that matters, and it matters a lot. No LLC in any state severs the connection between a licensed professional and their own negligent work. Delaware’s professional corporation statute states the principle directly, holding any officer, employee, or shareholder “personally and fully liable” for their own negligent or wrongful acts while rendering professional services.3Justia. Delaware Code Title 8 Chapter 6 Section 608 – Chapter Not to Affect Professional Responsibility The same principle applies to professional LLCs. You still carry malpractice insurance, and your personal assets remain reachable for a judgment on your own work.
Where the LLC genuinely helps is with the malpractice of your partners. In a general partnership, every partner can face exposure when any other partner commits a professional error. The LLC breaks that chain. If one member in a three-person practice is sued for malpractice, the other two members are generally insulated from personal liability for that specific claim. For any multi-member professional practice, that single feature is usually enough to justify the filing cost on its own.
Naming the Entity
Delaware’s naming rules for a professional LLC are the same as for any LLC. The name must contain “Limited Liability Company,” the abbreviation “L.L.C.,” or the designation “LLC.”4Justia. Delaware Code Title 6 Chapter 18 Subchapter I Section 18-102 – Name Set Forth in Certificate Delaware does not require “Professional Limited Liability Company” or “P.L.L.C.” in the entity name, though you can include those words if your licensing board expects them or you want the clarity.
The name must be distinguishable from every other entity already on file with the Secretary of State, including corporations, partnerships, trusts, and other LLCs.4Justia. Delaware Code Title 6 Chapter 18 Subchapter I Section 18-102 – Name Set Forth in Certificate Check availability through the Division of Corporations website before filing. If your first choice is taken, you can still use it with written consent from the entity that already holds it.
Filing the Certificate of Formation
The formation document is a short Certificate of Formation available as a PDF from the Division of Corporations.5Delaware Division of Corporations. Corporate Forms and Certificates for a Limited Liability Company The first field asks for the LLC’s exact name with its required designator. The second asks for the name and street address of your registered agent in Delaware.6Delaware Division of Corporations. Certificate of Formation of a Limited Liability Company
Every Delaware LLC must keep a registered agent with a physical office in the state to accept service of process.7Justia. Delaware Code Title 6 Chapter 18 Subchapter I Section 18-104 – Registered Office; Registered Agent If you don’t have a Delaware address yourself, you’ll hire a commercial registered agent service. Fees typically run $50 to $300 per year depending on the provider and the extras they bundle in.
You can file online through the Division of Corporations’ document filing service, or submit by mail or fax to Dover. The filing fee for the Certificate of Formation is $110. Confirm the current amount on the Division of Corporations fee schedule before submitting, as fees change.8Delaware Division of Corporations. Corporate Fee Schedule Once processed, Delaware returns a stamped copy of the certificate. Keep it: you’ll need it to open a business bank account, apply for an EIN, and register the entity with your professional licensing board.
Why the Operating Agreement Matters More for a Professional Practice
Delaware law does not require a written operating agreement. The statute defines an LLC agreement as any agreement about the company’s affairs, written, oral, or implied, and explicitly says the LLC is not required to execute one.9Delaware Code Online. Delaware Code Title 6 Chapter 18 Subchapter I – General Provisions Relying on an oral or implied agreement for a licensed practice is a mistake. The questions that arise in a professional firm, especially around licensure and the departure of a member, are too specific for Delaware’s default rules to handle well.
A written agreement for a professional LLC should at minimum address:
- Ownership restrictions: who may hold a membership interest, and what happens if a member loses their professional license.
- Buyout provisions: how a departing member’s interest is valued and purchased on retirement, death, or disability.
- Profit and loss allocation: how income flows to each member, especially when members contribute unequal billable work.
- Management structure: whether the LLC is member-managed or manager-managed, and which decisions need unanimous consent rather than a majority.
- Dissolution triggers: the circumstances under which the practice winds down and the process for doing so.
Without a written agreement, Delaware’s default rules fill every gap, and those defaults were not written with professional practices in mind.
Federal Tax Classification
The IRS does not treat a professional LLC any differently from a regular LLC. A single-member LLC is a disregarded entity by default, with income flowing to your personal return. A multi-member LLC is taxed as a partnership by default, with each member receiving a Schedule K-1.10Internal Revenue Service. LLC Filing as a Corporation or Partnership
You can elect corporate treatment by filing Form 8832. For S-corporation treatment, you can skip Form 8832 and file Form 2553 directly, which the IRS treats as an automatic election to be classified as a corporation and taxed under Subchapter S.11Internal Revenue Service. Form 8832 Entity Classification Election An S-corp election can reduce self-employment taxes for members who pay themselves a reasonable salary and take remaining profits as distributions, but the math only works above a certain income threshold. Once you make a classification election, you generally cannot change it again for 60 months.
Active members of a professional LLC taxed as a partnership owe self-employment tax on their share of firm income, covering both the employer and employee portions of Social Security and Medicare. This is the single biggest tax surprise for new LLC owners. Run the numbers with a tax advisor before you lock in a classification.
Franchise Tax and Keeping the LLC Alive
Every Delaware LLC owes a flat $300 annual franchise tax regardless of revenue, profit, or activity. The tax is due by June 1 each year.12Justia. Delaware Code Title 6 Chapter 18 Subchapter XI Section 18-1107 – Taxation of Limited Liability Companies and Registered Series
Missing June 1 triggers a $200 late penalty plus 1.5% monthly interest on the unpaid balance until it’s paid.12Justia. Delaware Code Title 6 Chapter 18 Subchapter XI Section 18-1107 – Taxation of Limited Liability Companies and Registered Series The real danger is ignoring the tax entirely. If your LLC fails to pay for three consecutive years, Delaware cancels the Certificate of Formation on the third anniversary of the first missed due date. A canceled entity has no legal existence, meaning it cannot enter contracts, sue, or defend itself in court until it goes through a formal reinstatement that includes all back taxes, penalties, and interest.
The LLC filing is the business container; your license is the authorization to practice. Keep your individual professional license current. If a member’s license lapses or is revoked, the entity may lose its authority to offer those services, and your licensing board may act against the firm independently of anything the Division of Corporations does.
Practicing in Other States
Forming the LLC in Delaware does not give you the right to practice elsewhere. If you see clients, patients, or customers in another state, you’ll typically need to register there as a foreign LLC by filing a certificate of authority with that state’s secretary of state. The usual requirements include a Delaware certificate of good standing, a registered agent in the new state, and a filing fee that varies by jurisdiction.
Professional practices face a second layer. Many states require a professional LLC practicing within their borders to register with the relevant state licensing board and meet that state’s rules for professional entities. Some states only recognize PLLCs formed under their own statutes, which can force you to form a separate in-state entity rather than foreign-qualifying your Delaware LLC. Check both the business registration and the professional licensing requirements in every state where you plan to practice before assuming your Delaware formation covers you.