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Business Formation Guide
professional licenseUpdated 2026-03-31

Professional License Requirements in Texas

Professional LLC (PLLC) Structure for Licensed Professionals in Texas

What Is a Professional LLC in Texas?

A Professional Limited Liability Company (PLLC) is a business structure specifically designed for licensed professionals in Texas. Under Tex. Bus. Org. Code Ch. 301 and Ch. 304, you can form a PLLC if you hold a professional license in an eligible field. This structure combines liability protection with pass-through taxation, allowing you to operate your professional practice while limiting personal exposure to business debts and claims.

Eligible Professions for Texas PLLCs

You can form a PLLC in Texas if you are licensed as an attorney, physician, dentist, veterinarian, certified public accountant, architect, engineer, or optometrist. Tex. Bus. Org. Code Ch. 301 and Ch. 304 also permit other licensed professionals to form PLLCs—check the Texas Secretary of State entity chart for your specific profession, as eligibility extends beyond the commonly listed fields.

Your professional license must be active and in good standing with the appropriate Texas licensing board or authority. You cannot form a PLLC for a profession that does not require state licensure.

Filing Requirements and Forms

You file your PLLC formation documents with the Texas Secretary of State using Form 206. The Secretary of State's online filing system is available at https://www.sos.state.tx.us/corp/sosda/index.shtml, or you can file by mail at P.O. Box 13697, Austin, TX 78711-3697.

Texas does not require publication of your PLLC formation notice in a newspaper. This eliminates a cost and administrative burden that some other states impose on professional entities.

Liability Protection and Member Requirements

Your PLLC provides limited liability protection, shielding your personal assets from business debts and most claims against the company. However, you remain personally liable for your own professional negligence or misconduct—the PLLC structure does not protect you from malpractice claims arising from your individual actions.

Under Tex. Bus. Org. Code § 101.112, your PLLC also benefits from charging order protection. A creditor cannot seize your membership interest directly; they can only obtain a charging order, which limits them to distributions you receive.

Taxation of Texas PLLCs

Your PLLC is taxed as a pass-through entity by default. If you are the sole member, the IRS treats your PLLC as a disregarded entity for federal income tax purposes, and you report business income on your personal tax return. If you have multiple members, the PLLC is taxed as a partnership unless you elect to be taxed as a corporation.

Texas does not impose a corporate income tax. Instead, you pay the Texas Franchise Tax (also called the Business Margin Tax) if your annual revenue exceeds $1.231 million. The tax is calculated on your taxable margin, not gross revenue, which can result in significant savings compared to corporate income tax structures.

Series LLC Option

Texas allows you to form a Series LLC under Tex. Bus. Org. Code §§ 101.601–101.636 (Subchapter M). A Series LLC lets you create separate series within a single LLC, each with its own assets, liabilities, and members. This structure can be useful if you operate multiple professional practices or want to isolate different lines of business, though you should consult a Texas attorney about whether a Series PLLC is appropriate for your specific professional practice.

Operating Agreement Requirements

While Texas law does not require you to file an operating agreement with the Secretary of State, you should adopt one. Your operating agreement governs how your PLLC operates, including member voting rights, profit distribution, management structure, and procedures for adding or removing members.

Your operating agreement must comply with professional licensing rules. Some Texas licensing boards impose additional requirements on PLLCs—contact your licensing board to confirm any mandatory provisions.

Professional Licensing Board Compliance

Your PLLC must comply with all rules and regulations of your professional licensing board. The Texas Department of Licensing and Regulation (TDLR) oversees many professions; visit https://www.tdlr.texas.gov to confirm your board's specific requirements.

Some licensing boards require that all members of a PLLC hold the same professional license. Others allow non-licensed individuals to be members but restrict management and decision-making authority. Verify these requirements before forming your PLLC.

Registered Agent and Principal Office

You must designate a registered agent and maintain a registered office in Texas. Your registered agent can be you, another individual who resides in Texas, or a registered agent service. The registered agent receives legal documents on behalf of your PLLC.

Your principal office address does not have to be the same as your registered office address, but both must be in Texas.

Annual Compliance and Renewals

You must file a biennial report with the Texas Secretary of State to maintain your PLLC's active status. The biennial report is due every two years and includes basic information about your PLLC, such as your registered agent and principal office address.

Texas does not require annual franchise tax filings for all businesses, but if your PLLC's revenue exceeds the $1.231 million threshold, you must file a franchise tax report with the Texas Comptroller of Public Accounts.

Conversion and Dissolution

You can convert your PLLC to another business structure (such as a general partnership or corporation) by filing appropriate documents with the Secretary of State. You can also dissolve your PLLC voluntarily by filing a Certificate of Dissolution.

If you dissolve your PLLC, you must wind up its affairs, pay creditors, and distribute remaining assets to members according to your operating agreement and Texas law.

Contact Information for Filing

Texas Secretary of State

Texas Department of Licensing and Regulation (TDLR)

  • Website: https://www.tdlr.texas.gov
  • Oversees licensing for many professions; contact TDLR to identify your specific licensing board.

PLLC vs. Standard LLC: Key Differences for Licensed Professionals

What Is a Professional LLC in Texas?

A Professional Limited Liability Company (PLLC) is a specialized business structure available only to licensed professionals in Texas. Under Tex. Bus. Org. Code Ch. 301 and Ch. 304, you can form a PLLC if you hold a professional license recognized by the state. The PLLC designation signals to clients and regulators that your business meets specific professional standards and licensing requirements.

Who Can Form a PLLC in Texas?

Texas law explicitly permits PLLCs for specific licensed professions. According to Tex. Bus. Org. Code Ch. 301, eligible professions include attorneys, physicians, dentists, veterinarians, certified public accountants (CPAs), architects, engineers, optometrists, and other licensed professionals per the Secretary of State entity chart.

You must hold an active, valid license in your profession to form or maintain a PLLC. If you're in a regulated profession not listed above, check the Texas Secretary of State's entity chart to confirm PLLC eligibility for your specific license type.

Standard LLC vs. PLLC: Core Structural Differences

A standard LLC and a PLLC operate under the same Texas LLC framework (Tex. Bus. Org. Code Ch. 101), but PLLCs carry additional regulatory requirements tied to professional licensing. Both structures provide liability protection and pass-through taxation, but only PLLCs can be used by licensed professionals offering regulated services.

Standard LLCs have no professional licensing restrictions and can be formed by any business owner. PLLCs require all members to be licensed in the same profession or in related professions approved by your licensing board. This membership restriction is the primary structural difference.

Professional Licensing Requirements for PLLCs

Your PLLC must comply with your profession's licensing board rules, not just Texas Secretary of State requirements. The Texas Department of Licensing and Regulation (TDLR) oversees many professional licenses, though some professions have independent boards (State Bar of Texas for attorneys, Texas Medical Board for physicians, etc.).

You must maintain your individual professional license to remain a PLLC member. If your license lapses or is revoked, you cannot continue as a member of the PLLC. Your licensing board may also impose restrictions on PLLC ownership, management, and client service delivery.

Filing Requirements: PLLC Formation

You file your PLLC using Form 206 with the Texas Secretary of State. The filing process is identical to a standard LLC, but your certificate of formation must clearly designate the entity as a PLLC. You can file online through the Secretary of State's website at https://www.sos.state.tx.us/corp/sosda/index.shtml.

Texas does not require publication of your PLLC formation notice. Your filing fee and processing timeline match standard LLC requirements—check the Secretary of State's website for current fees, as they are not specified in statute.

Liability Protection: PLLC vs. Standard LLC

Both PLLCs and standard LLCs provide charging order protection under Tex. Bus. Org. Code § 101.112. This means a creditor cannot seize your LLC membership interest; they can only receive distributions if the LLC makes them.

However, PLLCs do not shield you from professional malpractice liability. If you commit negligence or malpractice in your professional services, you remain personally liable. The PLLC protects you from liability for other members' professional acts and from general business debts, but not from your own professional conduct.

Tax Treatment: No Difference Between PLLC and Standard LLC

Texas does not tax LLCs differently based on PLLC designation. Both structures are pass-through entities for federal income tax purposes. Your PLLC files the same tax forms as a standard LLC—either Form 1065 (partnership) or Form 1120-S (S corporation), depending on your election.

Texas franchise tax applies to both PLLCs and standard LLCs under the same rules in Tex. Bus. Org. Code § 171.001 et seq. Your PLLC's taxable margin is calculated identically to a standard LLC's margin.

Operating Agreement Considerations for PLLCs

Your PLLC operating agreement must address professional licensing requirements that a standard LLC's agreement would not. You should specify what happens if a member's professional license lapses, is suspended, or is revoked. Your agreement should also address whether non-licensed family members can be members (most licensing boards prohibit this).

Your licensing board may require specific language in your operating agreement regarding client confidentiality, professional conduct standards, and dispute resolution. Review your profession's board rules before finalizing your operating agreement

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