An RPC — short for Restricted Professional Company — is a specific type of LLC in Pennsylvania that certain licensed professionals are required by law to form. If you’re a doctor, dentist, attorney, CPA, or one of several other regulated professionals, you cannot simply form a standard LLC to practice your profession in Pennsylvania. State law mandates the RPC structure instead, and it comes with distinct ownership rules and compliance costs that are worth understanding before you file.
What Makes an RPC Different from a Standard PA LLC
A standard LLC and an RPC share most of the same fundamentals: limited liability protection, pass-through taxation by default, and formation through the Pennsylvania Department of State. The differences come down to who can own the entity and what annual compliance it triggers.
A standard LLC can be owned by virtually anyone — individuals, other LLCs, corporations, trusts. An RPC must be owned exclusively by licensed professionals authorized to practice the specific service the company provides. A law firm RPC cannot include a non-attorney as an owner. A dentistry RPC cannot bring in a business partner who isn’t a licensed dentist in Pennsylvania. The licensing requirement extends to all members.
The bigger practical difference is the annual compliance cost. Standard PA LLCs pay a $7 Annual Report fee each year. RPCs pay a Certificate of Annual Registration fee of $700 per licensed PA-resident member per year — a completely different cost category that scales with the size of the practice.
Which Professions Must Form an RPC in Pennsylvania
Pennsylvania law defines “restricted professional services” at 15 Pa.C.S. § 8995. The statute covers ten specific professional categories. If your business provides any of these services, even as one component of a broader practice, the LLC must be structured as an RPC:
If your profession is not on this list, you form a standard Pennsylvania LLC. Most licensed professions are not restricted. Real estate brokers, financial advisors, engineers, architects, physical therapists, licensed counselors, and most healthcare-adjacent businesses do not need to form an RPC. If you’re unsure whether your specific services fall under one of these categories, the licensing board that governs your profession can confirm.
How to Form an RPC in Pennsylvania
The formation process mirrors a standard PA LLC, with one required addition to the Certificate of Organization.
Step 1: Confirm Your Profession Requires RPC Status
Verify your services fall within one of the ten restricted categories. If you’re forming a multi-service entity where only one component involves restricted professional services, you must form as an RPC for the entire entity — there is no partial-practice carve-out.
Step 2: File a Certificate of Organization
File Form DSCB:15-8821 with the Pennsylvania Department of State. The filing fee is $125 — the same as a standard LLC. The critical difference: the Certificate of Organization must explicitly state that the entity is a restricted professional company and include a brief description of the professional services it will provide. Omitting this statement means the entity is treated as a standard LLC, which creates compliance problems for a professional practice operating under licensing board oversight.
Step 3: File the Docketing Statement
File Form DSCB:15-134A alongside the Certificate of Organization. This form names the party responsible for initial tax reporting. It’s required for all PA LLCs and RPCs.
Step 4: Maintain Professional Licensure for All Members
Forming an RPC does not create or substitute for individual professional licenses. Every member who provides restricted professional services must maintain a current, valid license from the appropriate Pennsylvania licensing board. The LLC registration and the professional license are entirely separate requirements, each with its own renewal cycle.
Certificate of Annual Registration: The Ongoing Compliance Cost
This is the compliance requirement that surprises most professionals comparing RPC versus standard LLC costs. Every RPC operating in Pennsylvania must file a Certificate of Annual Registration (CAR) each year. This is a separate, older filing obligation that predates Pennsylvania’s 2025 Annual Report for standard LLCs — and it is far more expensive.
| Requirement | Detail |
| Annual fee | $700 per licensed PA-resident member |
| Who counts toward the fee | Members who were licensed in the profession AND had principal PA residence on December 31 of the prior year |
| Filing deadline | April 15 each year |
| Late penalty | $500 additional if not filed by May 15 |
| Consequence of non-filing | UCC lien placed on company assets |
| Filing method | Online through PA Department of State portal or by paper |
A solo RPC with one Pennsylvania-licensed, Pennsylvania-resident member pays $700 per year. A two-attorney law firm where both partners are PA-licensed and PA-resident pays $1,400. A five-dentist practice with all members qualifying pays $3,500. The fee scales directly with the number of qualifying members, making it one of the most important cost factors in professional practice planning.
Note that RPCs must also file the standard $7 PA Annual Report — introduced by Act 122, effective January 1, 2025 — which applies to all LLCs and is due September 30 each year. The CAR and the Annual Report are two separate filings with two separate deadlines. RPCs are subject to both.
What Happens If You Miss the Annual Registration Deadline
The consequences of a missed CAR deadline are more serious than a typical administrative penalty:
For an active professional practice, a UCC lien can complicate real estate transactions, business financing, and potentially create issues with licensing renewals depending on the regulatory board involved. This is not a paperwork technicality that gets quietly resolved in the background — it attaches to company assets and stays until cleared.
Frequently Asked Questions
No. All members of an RPC must be licensed to practice the specific professional service the company provides. If a business partner is not licensed in the relevant field, they cannot hold an ownership stake in the RPC. This restriction is one of the fundamental structural differences between an RPC and a standard LLC.
Essentially yes. Most states use the term “Professional Limited Liability Company” (PLLC) for the same category of entity. Pennsylvania uses “Restricted Professional Company” instead. When you see PLLC referenced in guides from other states, RPC is the Pennsylvania equivalent. The underlying rules — licensed professionals only, liability rules for professional negligence — apply in both cases.
Not for restricted professional services. If your work falls within the ten restricted categories, a standard PA LLC cannot legally provide those services. The entity must be registered as an RPC. Using the wrong entity type creates regulatory exposure, even if the individual providing the services is properly licensed.
The fee applies only to members who were both licensed in the relevant profession and had their principal residence in Pennsylvania on December 31 of the prior year. Members who were not actively licensed, not PA-resident on that date, or not Pennsylvania-licensed do not count toward the fee calculation.
These are two separate filing requirements. The PA Annual Report — introduced by Act 122, effective January 1, 2025 — applies to all LLCs including RPCs and costs $7, due September 30. The Certificate of Annual Registration is a separate, older requirement that applies only to RPCs and LLPs, costs $700 per qualifying member, and is due April 15. RPCs must comply with both.
Yes. If you formed a standard LLC and later determined that RPC status is required, you can amend the Certificate of Organization to add the required RPC designation. File a statement of amendment with the Pennsylvania Department of State. You will also need to begin filing the Certificate of Annual Registration going forward from the date of conversion.
For Pennsylvania professionals in the ten restricted fields, an RPC is not a structural choice — it’s a legal requirement. The formation cost and process are identical to a standard LLC ($125, same forms). What changes is the ongoing compliance obligation: a Certificate of Annual Registration at $700 per licensed PA-resident member, due every April 15. Factor that into your annual budget before you file.
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