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Indiana Professional Licensing Agency

Professional Corporations Professional Corporations

APPLICATION FEE:  $25.00

Application for Registration Under the Professional Corporation Act 
IC 23-1.5:  Professional Corporations

Complete and return the application with a check in the amount of twenty-five dollars ($25.00) made payable to Professional Licensing Agency (PLA).  A certificate of registration will be issued from PLA, which you must file with the Office of the Secretary of StateIndiana Government Center South Building, Room E018, Indianapolis, Indiana.   Their phone number is (317) 232-6581.   THIS APPLICATION DOES NOT CONSTITUTE A CERTIFICATE AND CANNOT BE USED FOR FILING WITH THE INDIANA SECRETARY OF STATE.

PLEASE NOTE: THE REGISTRATION PROCESS WILL NOT BE COMPLETE UNTIL THE INDIANA PROFESSIONAL LICENSING AGENCY RECEIVES A COPY OF THE ARTICLES OF INCORPORATION CERTIFIED BY THE OFFICE OF THE SECRETARY OF STATE.  We suggest that you submit an extra copy of the Articles of Incorporation to the Office of the Secretary of State for this purpose. 

The corporate name must include the words “Professional Services Corporation” or “Professional Corporation” or an abbreviation of these words.  Only a professional corporation in which all shareholders are physicians licensed under IC 25-22.5 may use the term "medical" in its corporate name.

A domestic professional corporation or a foreign professional corporation admitted to render professional services in Indiana:
 
(1)  shall have at least one (1) shareholder who is licensed in Indiana; and
(2)  may have at least one (1) shareholder who is licensed under the laws of another state to render similar professional services.

Each proposed shareholder that is licensed in a state other than Indiana shall submit verification of licensure status from the other state(s).  It must be sent to each state in which the practitioner (except those licensed in Indiana) holds a license.  A certificate of registration cannot be issued until verification of licensure from the other state(s) is received.

Health care professionals who are licensed, certified, or registered by one of the following boards or committees are eligible to own shares in a professional corporation:

Board of chiropractic examiners (IC 25-10-1).
State board of dentistry (IC 25-14-1).
Indiana state board of health facility administrators (IC 25-19-1).
Medical licensing board of Indiana (IC 25-22.5-2).
Indiana state board of nursing (IC 25-23-1).
Indiana optometry board (IC 25-24).
Indiana board of pharmacy (IC 25-26).
Board of podiatric medicine (IC 25-29-2-1).
Board of environmental health specialists (IC 25-32).
Speech-language pathology and audiology board (IC 25-35.6-2).
State psychology board (IC 25-33).
Indiana physical therapy committee (IC 25-27-1).
Respiratory care committee (IC 25-34.5).
Occupational therapy committee (IC 25-23.5).
Social worker, marriage and family therapist, and mental health counselor board (IC 25-23.6).
Physician assistant committee (IC 25-27.5).
Indiana athletic trainers board (IC 25-5.1-2-1).
Indiana dietitians certification board (IC 25-14.5-2-1).
Indiana hypnotist committee (IC 25-20.5-1-7).
Indiana board of veterinary medical examiners (IC 15-5-1.1)

Except for veterinarians and registered veterinary technicians, health care professionals may form multidisciplinary professional corporations. 

Health care professionals who hold temporary licenses, certificates, permits, or registrations are not qualified to own shares in a professional corporation.

BIENNIAL RENEWAL REQUIRED

On January 31st of even numbered years, the certificate of registration issued by the Professional Licensing Agency expires, regardless of when it was issued.  Renewal notices are sent to the last known address of the corporation at least sixty (60) days prior to the expiration of the registration.  The renewal application and the renewal fee of twenty dollars ($20.00) must be submitted to Professional Licensing Agency on or before January 31st.  The certificate of registration may be renewed online at http://www.in.gov/pla/express/

The certificate will then be renewed if the licensing authority finds that the corporation has complied with the rules of the licensing authority and the provisions of IC 23-1.5.

IMPORTANT STATUTORY PROVISIONS

By law, you must notify the Professional Licensing Agency if the corporation experiences any of the following:
  
   Name change
   Address change
   Change in ownership
   Amendments to Articles of Incorporation
   Merger
   Dissolution

IC 23-1.5-2-9: The directors and shareholders must be properly licensed in compliance with the statutes and rules of the licensing authority.

IC 23-1.5-2-4 and 12: All of the officers other than the secretary and the treasurer must be eligible to own shares issued by the professional corporation.

IC 23-1.5-2-8: The corporate name must include the words “Professional Services Corporation” or “Professional Corporation” or an abbreviation of these words.  Only a professional corporation in which all shareholders are physicians licensed under IC 25-22.5 may use the term “medical” in its corporate name.
  
IC 23-1.5-3-6:  A professional corporation shall file a copy of its articles of incorporation, certified by the secretary of state, with PLA. Thereafter, the corporation shall file with PLA certified copies of all amendments to its articles of incorporation, including articles of acceptance and all articles of merger to which the corporation is a party.

CHANGE OF OWNERSHIP

A professional corporation shall notify PLA of a change in the ownership of any of the shares in the professional corporation or a change in its business address within thirty (30) days after the date of the change.  Notice of change in ownership must contain the names and post office addresses of the transferor shareholder and the transferee shareholder, and notice of change of business address must contain the street address of the old location and the street address of the new location.

Other Important Information

Chiropractors, dentists, nurses, optometrists, pharmacists, physical therapists, physicians, podiatrists, psychologists, speech-language pathologists, and audiologists may form limited liability companies (LLC).  It is not necessary to register with Professional Licensing Agency an LLC formed by one or more of these professionals.  The LLC must register with the Office of the Secretary of State.

If a member of a profession not listed above desires to form a limited liability company, a written request for authority to form a LLC must be submitted to the appropriate board or committee to determine the extent to which authorization will be granted under
IC 23-18-2-2.

Questions regarding the advisability of forming a professional corporation, limited liability company or other form of business entity should be directed to your legal counsel or accountant.  The board, committees, and staff of PLA are not able to provide you with legal or financial advice.