Which states allow anonymous LLCs?

The states most commonly cited for anonymous LLC formation are Wyoming, New Mexico, Nevada, Delaware, and Montana. Each provides some degree of member privacy at the formation stage, meaning member names are not required on the public Articles of Organization or Certificate of Formation. However, the degree of ongoing privacy varies significantly by state. Wyoming and New Mexico offer the strongest combination of formation privacy and minimal recurring disclosure. Nevada publicly discloses managers and members on its annual list filing, which limits its true anonymity value. Delaware does not require member names on the Certificate of Formation but has a public registered agent requirement that creates a partial paper trail. Montana provides formation privacy but has less-developed case law than Wyoming. Note that all LLCs subject to the federal Corporate Transparency Act must file a Beneficial Ownership Information report with FinCEN regardless of state choice. Consult a licensed attorney for guidance specific to your situation.

What is the most private LLC state?

Wyoming and New Mexico are generally considered the most private LLC states for different reasons. Wyoming (under W.S. 17-28-107) allows a professional organizer to file the Articles of Organization without disclosing member names, and the annual report does not require member disclosure. New Mexico goes one step further by requiring no annual report at all, which means there is no recurring public filing that could reveal member information over time. The practical difference is that Wyoming has a more developed statutory framework and more supporting case law, while New Mexico offers the lowest long-term administrative burden. Both states still require a registered agent with a public address. Federal BOI reporting obligations apply in both states regardless.

Does Wyoming allow anonymous LLC formation?

Yes. Wyoming Statutes 17-28-107 explicitly allows an organizer to file the Articles of Organization on behalf of the LLC without disclosing member or manager names in the public filing. The organizer (which may be a formation service acting on your behalf) is listed instead of the actual owners. Wyoming's annual report also does not require disclosure of member names. This filing-as-organizer approach is the legal mechanism behind what is commonly marketed as a Wyoming anonymous LLC. It is important to understand that this is state-level formation privacy only. Federal BOI reporting under the Corporate Transparency Act requires disclosure of beneficial owners to FinCEN (not public) regardless of state choice.

What is the difference between Wyoming and New Mexico for anonymous LLCs?

Both Wyoming and New Mexico allow anonymous LLC formation (no member names on public Articles of Organization). The key differences are: (1) Annual reporting: Wyoming requires a minimal annual report ($60 minimum fee) that does not disclose members. New Mexico requires no annual report at all, which means zero recurring public filing exposure. (2) Cost: New Mexico's formation fee is lower and there are no annual fees after formation. Wyoming charges $60 per year minimum. (3) Statute and case law: Wyoming has a more mature LLC statute and more supporting court decisions. New Mexico's framework is newer and less tested. (4) Practical use: New Mexico is often preferred for long-term passive holding structures where minimizing administrative burden is the priority. Wyoming is often preferred when statutory clarity and case law depth matter. Both are legitimate privacy-state choices; the right answer depends on your specific structure and goals. Consult a licensed attorney.

Is Nevada actually an anonymous LLC state?

Nevada is frequently marketed as a privacy-friendly state for LLC formation, but it has a significant limitation that is often understated: Nevada's Annual List of Managers or Members (NRS Chapter 86) is a public filing that discloses the names and addresses of the LLC's managers (in a manager-managed LLC) or members (in a member-managed LLC). This annual public disclosure largely negates the formation-stage privacy that Nevada provides. A Nevada LLC may start with no member names on the Articles of Organization, but by the time the first Annual List is due, that information becomes public record. This is a meaningful difference from Wyoming and New Mexico, where member names are not required in any recurring public filing. For true ownership privacy at the state level, Wyoming and New Mexico are more consistently private over time.

Does the Corporate Transparency Act eliminate the benefit of anonymous LLCs?

The Corporate Transparency Act (CTA), codified at 31 U.S.C. 5336, requires most LLCs formed in the United States to file a Beneficial Ownership Information (BOI) report with the Financial Crimes Enforcement Network (FinCEN) disclosing the identity of beneficial owners. This is a federal reporting obligation that applies regardless of which state the LLC is formed in. Importantly, BOI reports are not public records. They are filed with FinCEN and are accessible only to authorized law enforcement and financial institutions under specific circumstances. This means the CTA does not eliminate the benefit of state-level anonymous formation for public-record purposes. Your name may not appear in any publicly searchable database, even after BOI compliance. The CTA changed federal compliance obligations but did not make state formation records public. Consult a licensed attorney familiar with current FinCEN guidance, as the CTA's implementation has been subject to ongoing litigation and regulatory updates.

What is nominee services for anonymous LLC and is it legal?

Nominee services typically involve using a third party (a nominee organizer, nominee manager, or nominee member) to appear in public LLC records in place of the actual beneficial owner. The legality of nominee arrangements depends on how they are structured and for what purpose. Using a formation service as a professional organizer to file your LLC (per Wyoming W.S. 17-28-107) is a straightforward and fully legal service. More complex arrangements involving nominee members or managers should be reviewed by a licensed attorney, as they can raise issues related to the Corporate Transparency Act's beneficial ownership reporting requirements, which require disclosure of actual beneficial owners (not nominees) to FinCEN. The CTA specifically addresses arrangements designed to obscure beneficial ownership. This article is educational only and is not legal advice.

Professional LLC (PLLC) Rules by State 2026: Where Doctors, Lawyers, and CPAs Can Use the LLC Form

Published 2026-05-01

Scenario: You are a physician opening a private practice and your CPA recommends an LLC for liability and pass-through tax. Your attorney corrects: California licensed professionals cannot use the standard LLC at all (Cal. Corp. Code § 17701.04(b)). You move the conversation to Texas, where a PLLC is permitted. Your practice partner is in New York, which uses Professional Service LLCs (PSLs) with their own rules. Your billing manager is in Florida, where PLLCs work but require approval from the licensing board. Four states, four different professional-entity rules. The standard LLC formation walkthrough does not apply.

This article walks the Professional LLC (PLLC) and Professional Service Corporation (PC) rules state by state for licensed professionals. It explains which states permit PLLCs at all, which require a Professional Service Corporation instead, what licensing-board pre-approvals apply, and the practical decision tree for a multi-state practice. It also covers the asset-protection limitations of PLLCs (they do not protect against the licensed professional's own malpractice, only against business liabilities and other professionals' malpractice).

Last updated: May 1, 2026.

The Direct Answer (Featured-Snippet Block)

A Professional Limited Liability Company (PLLC) is the LLC variant for licensed professionals (physicians, attorneys, CPAs, architects, engineers, etc.) in states that permit it. About 35 states permit PLLCs; the others require professional services to operate as a Professional Service Corporation (PC) or as a sole proprietorship. California prohibits LLCs entirely for any licensed profession (Cal. Corp. Code § 17701.04(b)); California professionals must use a Professional Corporation (PC). PLLCs typically require licensing-board pre-approval (varies by state and profession), restrict ownership to licensed members in the relevant profession, and provide limited liability for business debts and other members' malpractice but NOT the individual practitioner's own malpractice.

Why Professional Entities Are Different

A standard LLC provides limited liability for the members against the LLC's debts and obligations. For licensed professionals, this protection has limits.

The doctrine in nearly every state: a licensed professional cannot use a business entity to shield themselves from liability for their OWN professional malpractice. The professional's personal license is the credential providing the service; a structural shield against malpractice would defeat the licensure regime's protective purpose.

What a PLLC (or PC) DOES protect against: 1. Business debts of the entity (lease obligations, supplier debts, operating loans). 2. Tort liability arising from the entity's general operations (slip-and-fall in the office). 3. Malpractice committed by OTHER licensed professionals in the same practice.

What a PLLC (or PC) does NOT protect against: 1. The individual professional's OWN malpractice. 2. Direct supervisory responsibility for malpractice committed by employees the practitioner supervised. 3. Personally guaranteed obligations of the entity.

This pattern is essentially universal across states. The structural value of the PLLC for a solo practitioner is therefore narrower than for a sole-proprietor business owner.

The 50-State Map

States break into three groups for licensed professional entity choice.

Group A: PLLC Permitted (Most States)

About 35 states permit PLLCs for licensed professionals. The list includes: Wyoming, Texas, Florida, New York (uses "Professional Service LLC" with its own rules), Illinois, Pennsylvania, Massachusetts, Michigan, North Carolina, Washington, Arizona, Tennessee, Georgia, Virginia, Maryland, Connecticut, New Jersey, Ohio, Nevada, Colorado, Indiana, Iowa, Kentucky, Louisiana, Minnesota, Mississippi, Missouri, Nebraska, New Hampshire, Oklahoma, Oregon, South Carolina, Utah, Vermont, West Virginia.

Group B: PC Required (No PLLC Available)

A handful of states either do not authorize the PLLC or require licensed professions to use a Professional Corporation (PC) instead. The list includes:

California (Cal. Corp. Code § 17701.04(b)): No PLLC permitted for licensed professions. California professionals form a Professional Corporation under Cal. Corp. Code § 13400 et seq.
Delaware: Delaware permits the PLLC but several professional licensing boards still recommend PC for compliance reasons. Verify with the specific board.
South Dakota and North Dakota: Variable by profession; verify.
Rhode Island: Variable by profession.

Group C: Hybrid Rules

A few states permit PLLCs for some professions but not others. Examples:

New York uses "Professional Service LLC" (PLLC equivalent) under NY LLC Law Article 12 with separate rules for medical, legal, and accounting professions.
Texas permits PLLCs broadly (Tex. Bus. Orgs. Code § 301.012) with separate rules for medical practice ownership.

State-by-State PLLC Rules

California (Cal. Corp. Code § 17701.04(b))

No PLLC permitted. Licensed professionals must form a Professional Corporation (PC) under Cal. Corp. Code § 13400 et seq. The PC has different formation requirements, different governance (board of directors required), and different state-level tax treatment.

California's prohibition on PLLCs for licensed professions is the most-litigated state-level rule. Foreign-qualifying a Wyoming or Texas PLLC into California to practice in California does NOT solve the problem; the licensed practitioner is still subject to California professional regulation.

Practical implications: California physicians, attorneys, CPAs, dentists, architects, engineers, and other licensed professionals must use the PC structure. The $800 minimum franchise tax applies to PCs as well.

Texas (Tex. Bus. Orgs. Code § 301.012)

PLLC permitted broadly. Each licensed profession is governed by the relevant licensing board's rules. Filing fee $300 (same as standard LLC).

Texas requires: - Articles of Organization specifically identifying the LLC as a PLLC ("Professional Limited Liability Company" in the name). - All members must be licensed in the specific profession. - Pre-approval or notification to the licensing board (varies by profession). - Annual Public Information Report listing officers and managers.

Practical implications: Texas PLLC is a workable structure for most licensed professions. Texas attorneys often use PLLCs.

Florida (Fla. Stat. § 605.0102)

PLLC permitted under Fla. Stat. ch. 621 (Professional Service Corporations and PLLCs). Filing fee $125. Annual report $138.75 (same as standard LLC).

Florida requires: - Pre-approval from the relevant licensing board for some professions (medical practice has specific oversight under Fla. Stat. ch. 458). - All members must hold the relevant license. - The PLLC name must include "Professional Limited Liability Company" or "P.L." or "PLLC."

Practical implications: Florida PLLC is workable. Medical practices have additional licensing-board oversight.

New York (NY LLC Law Article 12)

New York uses the term "Professional Service Limited Liability Company" (PSL) with rules in NY LLC Law Article 12. Filing fee $200. Publication requirement applies (NY LLC Law § 206 same as standard LLCs).

New York requires: - Pre-approval from the relevant licensing board (mandatory for medical, legal, accounting). - All members must hold the relevant license. - The PSL name must include "Professional Service Limited Liability Company" or "PLLC" or "Professional Limited Liability Company." - Each professional service must be the entity's exclusive or principal purpose.

Practical implications: New York PSL is workable but the publication requirement makes formation cost higher than other states. Many New York attorneys use the PSL.

Pennsylvania (15 Pa.C.S. § 8995)

PLLC permitted. Filing fee $125.

Pennsylvania requires: - Pre-approval from the licensing board for some professions. - All members must hold the relevant license. - The PLLC name must include "Professional Limited Liability Company" or similar abbreviation. - Annual report flipped to annual in 2025 per Act 122 of 2022.

Ohio (Ohio Rev. Code § 1706.02)

Ohio permits PLLCs under the Ohio Revised LLC Act of 2022. Filing fee $99. NO annual report.

Ohio requires: - All members must hold the relevant license. - The PLLC name must include "Professional Limited Liability Company" or similar. - Some licensing boards require notification.

Illinois (805 ILCS 185)

Illinois permits PLLCs under the Limited Liability Company Act. Filing fee $150.

Illinois requires: - All members must hold the relevant license in the specific profession. - The PLLC must adopt rules consistent with the licensing board's regulations.

Massachusetts (Mass. Gen. Laws ch. 156C § 65)

Massachusetts permits PLLCs. Filing fee $500. Annual report $500.

Massachusetts requires: - All members must hold the relevant license. - Pre-approval from the licensing board for specific professions. - The PLLC name must include the appropriate professional designation.

Other Notable States

State	Filing Fee	Notes
North Carolina	$125	All members licensed; board approval varies
Washington	$200	All members licensed
Arizona	$50 + publication	All members licensed
Michigan	$50	All members licensed
Tennessee	$300	All members licensed; F&E tax applies
Wyoming	$100	All members licensed; $60 annual report
Nevada	$75+	All members licensed; combined annual fees

What PLLCs Cannot Do for Licensed Professionals

Three structural limitations apply to PLLCs in nearly every state.

Limitation 1: No Shield Against Own Malpractice

The licensed professional remains personally liable for their own professional malpractice. The PLLC does not shield the individual practitioner from a malpractice suit arising from their own practice. This is the most-misunderstood aspect of PLLC structure for new practitioners.

Practical implication: malpractice insurance is the operative protection against professional liability. The PLLC is the protection against business liability.

Limitation 2: Restricted Ownership

In every state that permits PLLCs, ownership is restricted to licensed members in the relevant profession. A non-licensed spouse, an investor, or a general business partner cannot be a member of a PLLC.

This restriction creates challenges for: - Inheritance planning (a non-licensed spouse cannot inherit ownership) - Outside investment (no non-professional capital) - Multi-disciplinary practices (specific rules per state on what professions can practice together)

Limitation 3: Licensing Board Oversight

In most states, the relevant licensing board (medical board, state bar, board of accountancy, board of architects, etc.) has oversight authority over the PLLC. Some require pre-approval of formation; others require post-formation notification; others require annual reporting.

Failure to comply with licensing-board rules can result in administrative dissolution of the PLLC plus disciplinary action against the licensed members.

Profession-Specific State Rules

Physicians and Medical Practices

Most states have additional rules on medical practice ownership beyond the general PLLC structure. The "corporate practice of medicine" doctrine in some states (California, Texas, New York) limits ownership of medical practices to licensed physicians.

State	Medical Practice Entity	Notes
California	Professional Corp. (no PLLC)	Cal. Bus. & Prof. Code § 2402
Texas	Medical PLLC permitted	Tex. Bus. Orgs. Code § 301.012 + Texas Medical Board rules
New York	PSL with medical-specific rules	NY LLC Law + Education Law
Florida	PLLC with Florida Medical Board oversight	Fla. Stat. ch. 458
Pennsylvania	PLLC permitted	15 Pa.C.S. § 8995

Attorneys

State bar rules govern attorney practice entities. Most state bars permit PLLCs for law practice but with restrictions on outside (non-attorney) ownership.

CPAs

State boards of accountancy govern CPA practice entities. Most permit PLLCs; some require a percentage of CPA ownership.

Architects and Engineers

State professional licensing boards govern. Most states permit PLLCs with all members licensed.

Asset Protection With a PLLC

The asset-protection analysis for a PLLC parallels the standard LLC analysis discussed in our charging order article, with the structural limitations described above.

Key points: - Charging-order protection applies to a creditor's pursuit of the PLLC member's interest in the same way as a standard LLC. - Single-member PLLC carries the same Olmstead/Albright risk as a single-member LLC in the relevant state. - Multi-member PLLC structure is preferred where the relevant profession permits multi-member ownership. - Personal malpractice is NOT shielded; this is the limitation specific to professional entities.

The Anderson Business Advisors framework (Clint Coons, Toby Mathis) for licensed professionals typically pairs the PLLC for the operating practice with a separate Wyoming or Delaware holding LLC owning the practice's tangible assets (equipment, real estate, intellectual property). The holding LLC leases the assets back to the PLLC. (https://andersonadvisors.com)

Common Mistakes

Mistake 1: Forming a standard LLC for a licensed profession. California flatly prohibits LLCs for licensed professionals. Other states accept the standard LLC but the licensing board may not. Use the correct state-specific entity form.

Mistake 2: Believing the PLLC shields personal malpractice. Malpractice insurance is the operative protection. The PLLC does not.

Mistake 3: Adding non-licensed members. This violates most state PLLC rules and may invalidate the entity. Inheritance and outside investment require alternative structures.

Mistake 4: Skipping licensing-board pre-approval. Where required, formation without pre-approval may result in administrative dissolution and licensing-board discipline.

Mistake 5: Multi-state practice without multi-state PLLC qualification. Practicing across state lines requires foreign qualification of the PLLC in each state of practice, plus compliance with each state's licensing-board rules.

Mistake 6: Forgetting California's prohibition. A Wyoming PLLC owned by a California-licensed physician practicing in California does not solve the problem; California licensure rules apply to the practitioner regardless of entity formation state.

Frequently Asked Questions

Can I use a standard LLC for my medical practice? In most states, no. Licensed professions require a Professional LLC (PLLC) or Professional Corporation (PC). California flatly prohibits LLCs for licensed professionals.

Does a PLLC protect me from malpractice claims? No. The PLLC protects against business debts and against malpractice by other members of the practice. The licensed professional remains personally liable for their own malpractice. Malpractice insurance is the operative protection.

Can my spouse be a member of my PLLC if my spouse is not licensed? Generally no. Most state PLLC rules restrict ownership to licensed members in the relevant profession. Non-licensed spouses cannot typically be members.

What is the difference between a PLLC and a Professional Corporation (PC)? A PC is a corporation with C-corp or S-corp tax treatment. A PLLC is an LLC with default partnership/disregarded tax treatment (or S-corp by election). The PC has stricter governance (board of directors required); the PLLC has more flexibility. California requires PC for licensed professions; most other states permit PLLC.

Do I need licensing-board pre-approval to form a PLLC? It depends on the state and the profession. Medical practices, law practices, and accounting practices typically require pre-approval or notification. Architects, engineers, and other professions vary by state.

Can I practice across state lines with one PLLC? You must foreign-qualify the PLLC in each state of practice, comply with each state's licensing-board rules, and (in some states) hold a license in each state of practice. The single PLLC can serve as the entity, but the multi-state compliance burden is significant.

Your Next Step

If you are forming an entity for a licensed profession, verify your state's rules with the relevant licensing board before filing. We file PLLCs in Wyoming, Texas, Florida, and New Mexico (subject to licensing-board verification for the specific profession). Compare state-by-state on our home index or contact us for a multi-state professional structure consultation.

About this article: State LLC Service publishes plain-English explanations of LLC formation, registered agent requirements, and Professional LLC rules across all 50 states. We are an LLC formation and registered agent service. We are not a law firm, are not a licensing-board representative, and do not provide legal advice; consult licensed counsel and the relevant licensing board in your state before forming a Professional LLC.

Disclosure: State statutes, licensing-board rules, and entity formation requirements were current as of May 1, 2026. State legislatures revise these regularly; verify current statutory text and licensing-board guidance before relying on any claim above. Independent Curator Disclosure: This article references named industry voices we follow (researchers, attorneys, CPAs, and educators) along with statutes and court opinions. The named individuals and firms are independent of our service. We have no business relationship with them beyond researching and synthesizing publicly available content they have published. References do not imply endorsement, sponsorship, or affiliation. Always consult licensed counsel for advice specific to your situation.