State of VermontOffice of the Secretary of State
State of Vermont
Members of certain professions have traditionally not been allowed to provide personal services through a general corporation.This prohibition applies to members of the so-called "learned professions." It is based on the essential personal relationship that exists between the professional and the client or patient.
The rule against incorporation is seen as necessary to preserve to the client or patient the benefits of a highly confidential relationship based on personal confidence, ability, and integrity.
As a general rule, this group of professionals includes doctors, lawyers, dentists, members of the healing professions and accountants.
In addition, there are other professions that may not offer personal services through a general corporation because of limitations contained in their practice acts. These professions do not permit licensure of the business entity through which licensees practice. Rather, licensure is limited to individuals.
In 1963 Vermont adopted a professional corporation law that makes the corporate form available to these professionals. The key to the professional corporation is the fact that this corporate form, while granting professionals the benefits of the corporation for the business aspects of their practices, does not alter the law involving liability of any person employed by the corporation arising out of professional service.
Members of the following professions may incorporate, but may do so only as professional corporations: barbers, chiropractors, clinical mental health counselors, clinical social workers, dentists, embalmers (when engaged in independent practice), electricians, hearing aid dispensers, lawyers, medical doctors, nurses, nursing home administrators, opticians, optometrists, osteopaths, physical therapists, podiatrists, professional engineers, psychologists, public accountants, radiologic technologists, real estate appraisers, and veterinarians.
The professional corporation law relies heavily on the law governing domestic corporations, with a few exceptions. As the name implies, this form of business organization is available to licensed professionals exclusively. All incorporators, directors, officers, and shareholders must be licensed in Vermont to render the same professional services as those for which the corporation is organized, and no person may be simultaneously a director, officer, or shareholder of more than one professional corporation.
Single-person professional corporations are common.
To form a professional corporation, you must follow the same procedure as set out above for domestic corporations. In the purpose section of the articles, you will need to articulate the specific professional service to be performed.
In addition, you must attach a certificate from your professional regulatory board certifying that each incorporator, director and shareholder is licensed to practice the profession. This certificate is available from our Office of Professional Regulation for most professions except physicians, who should contact the Medical Practice Board, attorneys, who should contact the Court Administrator's Office, and electricians, who should contact the Department of Labor and Industry.
Filing fees for professional corporations are the same as the fees for domestic corporations.
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