People search for "PLLC" the same way they search for "LLC," as if it is one thing you can form in any state with the same rules. It is not. Three states that founders compare most often, California, Delaware and Wyoming, handle licensed professions inside an LLC in three different ways. One of them bans the idea completely.
If you are a doctor, lawyer, accountant, architect, therapist or another licensed professional and you are looking at an LLC, the state you pick decides what you are even allowed to form. This is not a question your residency or citizenship answers. It is a question your state licensing board and your state's LLC statute answer together.
This page walks through what each of the three states actually says, using the statute text, not a summary of it.
What the law actually requires
California bans LLCs from professional practice
California's LLC Act, Cal. Corp. Code § 17701.04(e), does not create a special "professional LLC" category. It does the opposite. The statute says that nothing in the LLC title "shall be construed to permit a domestic or foreign limited liability company to render professional services," where "professional services" means the services defined in Business and Professions Code § 13401(a) and § 13401.3.
In plain terms: if your work requires a professional license under those sections, you cannot use an LLC in California at all, whether you call it a PLLC or not. The workaround the state provides is a Professional Corporation, and for a short list of professions (California's LLP statute, Corp. Code § 16101, lists five: law, public accountancy, architecture, engineering and land surveying), a Registered Limited Liability Partnership. Neither is an LLC.
Delaware has no separate PLLC chapter
Delaware's LLC Act, Title 6, Chapter 18, does not contain a chapter for "professional limited liability companies." There is no PLLC designation to file for.
6 Del. C. § 18-106(a) says a Delaware LLC "may carry on any lawful business, purpose or activity, whether or not for profit, with the exception of the business of banking." It does not carve out professional services, and it does not require a separate professional entity type for them. A Delaware lawyer, accountant or architect who wants an LLC simply forms a regular LLC under the same chapter everyone else uses.
If a form or a filing service asks you to pick "PLLC" for a Delaware company, that label is doing marketing work, not legal work. Delaware's own statute does not distinguish it.
Wyoming builds the rule into its ordinary LLC statute
Wyoming takes a third approach. Wyo. Stat. § 17-29-104 is the general "nature, purpose and duration" section of Wyoming's LLC Act, the same section that governs every LLC in the state. It says that no LLC may "offer professional services or practice a profession except by and through its licensed members or licensed employees," each of whom must keep a professional license in good standing and "remain as fully liable and responsible for his professional activities" as though practicing individually rather than in an LLC.
There is no separate professional chapter here either. The rule sits inside the same statute that governs every other Wyoming LLC. A licensed professional in Wyoming uses the standard LLC filing, and the professional-liability language applies automatically because of what the business does, not because of which box was checked on the form.
🇺🇸 If the IRS counts you as a U.S. person
Your U.S. tax residency status does not change any of the three rules above. What decides your outcome is:
- Where you hold your professional license. If you are licensed in California, you cannot practice through an LLC there, full stop.
- Where you form the company. A California-licensed professional who forms a Delaware LLC and then practices in California still runs into California's ban, because the ban is about where the professional services are rendered, not where the paperwork was filed.
- What your license itself requires. A professional license carries its own conditions, and those conditions are set by the state licensing board, not by LLC law. They are a separate question from the entity rules on this page, and where they exist they apply the same way to a U.S. person born abroad as to anyone else. Check them with the specific board.
🌏 If it does not
Nothing about this page changes for you. The three-state split above is not a residency rule. A non-resident who holds a California professional license faces the same ban a resident does. A non-resident who is licensed in Wyoming files the same LLC form a resident files.
The one place your status can matter is indirectly, through the license itself, not through LLC law. A professional licensing board can set its own conditions for who it will license, and those conditions are separate from anything in the LLC statutes above. Whether any of them apply to you is a question for that specific board.
Where the three states differ
| State | Does a "PLLC" exist as its own entity type? | Can a licensed professional use an LLC at all? |
|---|---|---|
| California | No | No. Professional services are banned from the LLC form entirely (Cal. Corp. Code § 17701.04(e)). Use a Professional Corporation, or an LLP for the five professions the statute lists. |
| Delaware | No separate chapter | Yes, as an ordinary LLC. § 18-106(a) allows any lawful business except banking, with no professional carve-out. |
| Wyoming | No separate chapter, but the professional rule is written into the general LLC statute | Yes, as an ordinary LLC. § 17-29-104 requires the work to be done by licensed individuals, who stay personally liable for their own professional conduct. |
What is the same across all three: none of them decide the question based on the owner's citizenship or country of residence. The gate is the professional license and the state's own LLC statute, applied the same way to everyone.
Common mistakes
🇺🇸 If the IRS counts you as a U.S. person
- Assuming "PLLC" is a filing option available in every state. It is not available in California at all, and it does not exist as a distinct entity type in Delaware or Wyoming.
- Forming a Delaware or Wyoming LLC to get around California's ban, then practicing the licensed profession from a California office. The ban is about where the services are rendered.
- Treating a state's silence on "PLLC" as a gap. Delaware and Wyoming are not missing a PLLC law. Delaware's ordinary LLC statute covers it, and Wyoming's ordinary LLC statute names it directly.
🌏 If it does not
- Assuming your non-resident status is the reason a state blocks you from using an LLC for a licensed profession. It is the state's professional-services rule, applied the same way to residents.
- Skipping the licensing board's own requirements because the LLC statute did not mention citizenship. The LLC statute and the licensing board's rules are two separate sets of requirements, and only one of them is covered on this page.
- Forming in a state, like California, without first checking whether that state permits your specific licensed profession to use an LLC form at all.
FAQ
Is a PLLC a nationally recognized entity type, like an LLC?
No. There is no federal PLLC standard. Each state decides on its own whether a separate "professional LLC" category exists, whether professional services can use an ordinary LLC, or whether LLCs are barred from professional services altogether. California, Delaware and Wyoming each answer this differently.
Can I form a PLLC in California?
No. California's LLC Act, § 17701.04(e), states that nothing in the LLC title permits an LLC to render professional services as defined in Business and Professions Code § 13401(a) and § 13401.3. Licensed professionals in California use a Professional Corporation instead, or, for the five professions the statute names, a Registered Limited Liability Partnership.
Does Delaware have a PLLC?
Not as a separate entity type. Delaware's LLC Act, § 18-106(a), allows any lawful business except banking, with no separate chapter or filing category for professional services. A Delaware lawyer, accountant or architect forms the same LLC everyone else forms.
How does Wyoming handle professional LLCs?
Wyoming does not have a separate PLLC chapter either. Instead, § 17-29-104 of its general LLC statute requires that professional services be provided only through licensed individuals, and it keeps each individual professional personally responsible for their own professional conduct, the same as if they practiced alone.
Does my citizenship or residency affect whether I can use a PLLC?
No, based on the statutes themselves. The rule in all three states turns on where you hold your professional license and where the services are rendered, not on citizenship or country of residence.
If a filing service offers a "PLLC" package for Delaware or Wyoming, what am I actually getting?
An ordinary LLC filed under the state's general LLC statute. Neither state's law creates a distinct legal category called "PLLC," so the label describes how the service markets the filing, not a separate set of statutory rights or requirements.
I'm licensed in California but want to avoid the ban. Can I just form the LLC in Delaware instead?
Forming the entity in Delaware does not change where you render the professional service. California's ban applies to professional services rendered in California, regardless of which state's LLC statute the entity was formed under. Check with a California-licensed attorney before relying on an out-of-state entity for in-state practice.
Are there other states with rules like California's outright ban?
This page covers only California, Delaware and Wyoming, based on the statutes checked above. Other states may have their own separate PLLC statutes, permitted-purpose limits, or licensing-board requirements that are not addressed here.