How to Form a PLLC in Arizona: Licensing, Filing, and Publication

To form a Professional Limited Liability Company in Arizona, you file articles of organization with the Arizona Corporation Commission, declare the company as a PLLC, describe the professional services it will provide, and pay a $50 filing fee. The extra layer that separates a PLLC from a standard LLC is your profession’s licensing board, which may impose its own rules on ownership, structure, and operations before you can practice.

Who Can Form One

A PLLC is reserved for services that require a state-issued professional license. Arizona Revised Statutes 29-4101 defines “professional service” as any service that can lawfully be rendered only by someone licensed or otherwise authorized by a licensing authority.¹ Physicians, attorneys, certified public accountants, architects, and engineers are typical examples. If your work doesn’t require a state license, form a standard LLC instead.

A PLLC can offer only the category of professional service described in its articles, and only through members, managers, officers, agents, or employees who hold the proper Arizona license for that category.² A group of architects cannot also provide legal services through the same PLLC unless everyone involved is licensed in both fields and both boards allow it.

Check With Your Licensing Board First

Before spending anything at the Corporation Commission, contact the board that regulates your profession. ARS 29-4105 lets a PLLC admit any person as a member and issue transferable interests to any person unless the licensing authority prohibits it.² The statute pushes the ownership question down to each profession’s governing board rather than setting a uniform rule.

That means the answer varies. The Arizona State Bar, the Arizona Medical Board, and the Board of Accountancy each set their own rules on who can hold ownership in firms under their jurisdiction. The State Bar has historically prohibited fee-sharing with non-lawyers. Others may allow minority ownership by non-licensed investors. If you plan to bring in a spouse, a passive investor, or any partner who does not hold the relevant license, confirm what your board allows before filing anything.

Some boards also expect the words “Professional Limited Liability Company” or “PLLC” in the company name, and some impose record-keeping duties beyond the LLC statute. Attorneys, for example, must keep records of trust account funds and other client property for five years after the representation ends.³

Choose and Clear a Name

Every PLLC name must satisfy the LLC naming rules in ARS 29-3112. The name must include “limited liability company,” “limited company,” or one of the recognized abbreviations: L.L.C., LLC, L.C., or LC.⁴ Many PLLCs also add “Professional Limited Liability Company” or “PLLC” to make their status obvious to clients and regulators, and some boards expect it even when the LLC statute doesn’t.

The name must be distinguishable from every other entity on record with the Arizona Corporation Commission or the Secretary of State. When the ACC checks distinguishability, it ignores entity-type indicators like “LLC,” “Inc.,” or “Ltd.,” so “Smith LLC” and “Smith Inc.” count as the same name.⁴ Search the ACC’s online database before filing.

If you want to operate under a different name, file a trade name registration with the Arizona Secretary of State. Trade names last five years from the date of receipt and must be renewed before expiration.⁵ A trade name is a public record of what you’re doing business as, not a grant of exclusive rights.

File the Articles of Organization

You create the PLLC by filing articles of organization with the Arizona Corporation Commission. Alongside the standard LLC information (company name, statutory agent, management structure), the articles must include two extra items required for a PLLC:

A statement that the company is a professional limited liability company.
A description of the professional services the PLLC will provide.⁶

The statutory agent named in the articles must be either an individual who resides in Arizona or a business entity authorized to operate in the state, with a physical address in Arizona. A P.O. box is not enough.⁷

Filing fees at the ACC:

Articles of organization, regular processing: $50.
Articles of organization, expedited processing: $85.⁸

Handle the Publication Requirement

Within 60 days after the ACC files your articles, you must satisfy Arizona’s publication rule under ARS 29-3201. What that looks like depends on your statutory agent’s county.

If the agent’s street address sits in a county with a population of 800,000 or fewer, publish a notice of formation in a local newspaper of general circulation for three consecutive publications, and you may file an affidavit of publication with the ACC.⁹ If the agent’s address is in a county with more than 800,000 residents, which currently covers Maricopa and Pima, the ACC enters the information into a public database and no newspaper publication is required. Many Arizona PLLCs are based in those two counties and never touch a newspaper notice.

Converting an Existing LLC Instead

If you already run a standard Arizona LLC and want PLLC status, you don’t have to start over. ARS 29-4102 lets you convert by amending your existing articles to add the PLLC declaration and the description of professional services.⁶ The amendment fee is $25 regular or $60 expedited.⁸

Put an Operating Agreement in Place

Arizona does not require LLCs or PLLCs to adopt a written operating agreement.¹⁰ Skipping one is a mistake in any multi-member practice. Without an agreement, statutory defaults govern profit-sharing, voting, and what happens when a member exits.

A PLLC operating agreement should address, at minimum:

How profits and losses are allocated among members.
Buyout triggers for retirement, death, disability, and loss of professional license. License loss matters uniquely for PLLCs because it can trigger dissociation under the licensing board’s rules.
Whether the PLLC is member-managed or manager-managed, and how routine and major decisions are handled.
Dissolution events beyond the statutory defaults.

One point about transfers worth building into the agreement: ARS 29-4105 treats a member who transfers an interest in violation of a licensing authority’s prohibition as having dissociated from the company.² Estate planning is affected: if a member dies and the heir isn’t licensed, the licensing board’s rules decide whether the heir can hold the interest or must be bought out.

Understand What the PLLC Does and Doesn’t Protect

The PLLC shields members from the company’s ordinary business debts, such as unpaid rent, vendor invoices, and equipment loans. It does not shield you from personal liability for your own professional malpractice. It can protect you from a co-member’s malpractice liability and from ordinary business debts, but never from your own professional errors. That is why many licensing boards also require members to carry individual malpractice insurance.

After Formation

Federal Tax Classification

The IRS does not have a separate classification for PLLCs. A single-member PLLC defaults to disregarded-entity status and reports income on the owner’s personal return. A multi-member PLLC defaults to partnership taxation.¹¹ Either can elect C corporation treatment on Form 8832 or S corporation treatment on Form 2553. The S corp election is common among higher-earning professionals because part of income can be taken as distributions rather than salary. Run the numbers with an accountant before electing.

Records You Must Keep

ARS 29-3410 requires every LLC, PLLCs included, to maintain:

Current full names and last-known addresses of every member and manager.
Copies of the articles of organization, all amendments, and all current and prior operating agreements.
Records of each member’s obligation to contribute capital.
Federal, state, and local income tax returns for the three most recent years.
Any financial statements prepared for the three most recent years.¹²

No Annual Report, but Keep the Licenses Current

Arizona does not require LLCs or PLLCs to file annual reports with the Corporation Commission.¹³ Each member’s professional license, however, must be renewed on the schedule set by the relevant board. Physicians licensed by the Arizona Medical Board renew every two years.¹⁴ Certified public accountants also register on a biennial cycle. If any member’s license lapses, the PLLC may lose its authority to render that category of professional service.

When something changes at the company (a new member, a change in management, a new statutory agent), file an amendment with the ACC. The fee is $25 for regular processing.⁸ If you registered a trade name, it expires after five years and must be renewed within six months before expiration.⁵

1
Arizona Legislature. Arizona Code 29-4101 – Definitions
2
Arizona Legislature. Arizona Code 29-4105 – Special Restrictions
3
State Bar of Arizona. Client File Questions and Answers
4
Arizona Legislature. Arizona Code 29-3112 – Name
5
Arizona Secretary of State. Trade Names and Trademarks
6
Arizona Legislature. Arizona Code 29-4102 – Formation
7
Arizona Legislature. Arizona Code 29-3115 – Statutory Agent
8
Arizona Corporation Commission. Fee Schedule – LLCs
9
Arizona Legislature. Arizona Code 29-3201 – Formation of Limited Liability Company
10
Arizona Corporation Commission. Instructions – Articles of Organization
11
Internal Revenue Service. Single Member Limited Liability Companies
12
Arizona Legislature. Arizona Code 29-3410 – Records
13
Arizona Corporation Commission. Business Services FAQs
14
Arizona Legislature. Arizona Code 32-1430 – License Renewal, Expiration