Many architects, like other professionals, have found that the best way to earn from their profession is to start a business. Starting a business of their own gives them more potential to earn more compared to being just an employee. If you’re an architect who wants to be an entrepreneur, one of the first things to consider is what business structure to form. Can architects form an LLC in California?   

What is a professional architectural corporation? 

A professional architectural corporation is a type of professional corporation registered with the California Secretary of State. Architectural corporations are engaged in rendering the services within the scope of their profession.  

Who regulates architectural corporations?  

The California Corporation Code §13401(b) requires all professional corporations to register with the government agency that is tasked to regulate their respective professions. Architectural corporations must be registered with the Department of Consumer Affairs – California Architects Board. 

What are the California State Laws that regulate the formation of an architectural corporation? 

All registered architectural corporations must abide by the following California State laws and codes: 

• California Corporations Code – §13401(b)  

• Business and Professions Code – Architectural Corporations is located in the California Business and Professions Code starting with Section 5610  
• California Code of Regulations – Business and Professions Code, Division 3. Professions and Vocations Generally, Chapter 3. Architecture 

Is there an easy place to get access to all of the laws and regulations related to a professional architectural corporation? 

Yes! The best resource for all the needed information regarding the laws and regulations related to architectural corporations is found on the Board’s website. You can find this resource through this link: Architectural Board Laws and Regulations

Who can be a shareholder in an architectural Corporation? 

To whom shares in an architectural firm can be sold depends on the type of corporation the firm forms. There are two types of corporations for architectural firms, and they are a general stock corporation and a professional architectural corporation. Unlicensed persons may be shareholders in a California general stock corporation. However, unlicensed persons are not allowed to be shareholders in a California Professional Architects Corporation. 

Can an Architect be a shareholder in more than one Professional Corporation? 

Yes. Architects are allowed to own shares in more than one professional corporation. 

Are there formalities to follow when I name my professional architectural Corporation? 

In order for architects to form a corporate business entity in California, they must register the name of that entity with the office of the Secretary of State (SOS). Once that entity is registered, every licensee within the firm must submit a Business Entity Report Form (BERF) indicating the business entity through which they are performing architectural services.

It has been brought to the attention of the Board that the SOS is not approving certain architectural firm names. Architects are able to form either a Professional Corporation (PC) or a General Stock Corporation. Professional Corporations have always needed to comply with the Naming Restrictions described in Business and Professions Code section 5610.3. General Stock Corporations have never had naming restrictions imposed by the Board.

As the Board does not have jurisdiction over corporate names, the Board contacted SOS for guidance.

The SoS indicated that they reject names that are likely to mislead the public into thinking the corporation is a professional corporation. Therefore, the use of words such as “Architect”, “Architecture”, etc. in names will likely not be accepted.

The name of a professional architectural corporation must comply with California Business and Professions Code 5610.3. This means that any name by which it will be operating should contain the name or the last name of one or more of its present or past shareholders. Otherwise, the business name must contain the name of anyone who appeared in the name of the predecessor organization. 

Moreover, the business name must also include either the words “architectural corporation” or the word “architect” or “architects” and wording or abbreviations denoting corporate existence. 

Can I Use A Fictitious Name For My Business? 

Yes. Architectural corporations can use “Doing Business As” names. 

Do I need a Certificate of Registration as an architectural Corporation? 

No. Architectural corporations are not required to register with the California Architects Board.  

What type of corporation is legal for architecture? 

There are two types of corporations allowed for architectural corporations in California. Architects may incorporate as either a professional architectural corporation or as a general stock corporation.  

Can architects form an LLC in California? 

Architects can practice architecture as Limited Liability Partnerships or LLP. However, the State of California prohibits architects from practicing architecture as a Limited Liability Company or LLC.

What is a  Business Entity Report Form (BERF)?

In order for architects to form a corporate business entity in California, they must register the name of that entity with the office of the Secretary of State (SoS). Once that entity is registered, every licensee within the firm must submit a Business Entity Report Form (BERF) indicating the business entity through which they are performing architectural services.

The California Architects Board (Board) is charged with protecting public health, safety, and welfare through examination, licensure, and regulation. A key component of that charge is providing the public with information about architects allowing consumers to make informed decisions when selecting a firm or licensee, as well as enforcing the Architects Practice Act (Act) to prevent unlicensed individuals from harming consumers.

The California Legislature enacted Assembly Bill 1144 (Chapter 313, Statutes of 2001) to provide more information to consumers and assist the Board with the investigation of those who choose to unlawfully practice architecture. This legislation added Business and Professions Code (BPC) section 5558 to the Act. This section requires every person holding a license to practice architecture in California to report to the Board the name and address of the entity through which he or she provides architectural services. For reporting purposes, the term “architectural services” are those services as defined in BPC section 5500.1.

All licensees who provide architectural services whether they are sole proprietors, owners, part-owners, or employees of a business entity are required to comply with this provision of the Act. BPC section 5558 provides the public and the Board with a means to determine if a business providing architectural services does in fact have an architect in responsible control.

The Act requires licensees to immediately notify the Board of any name and/or address changes. Additionally, licensees are required to file an updated Business Entity form with the new information within 30 days of any change.

Do I need a Certificate of Registration as an architectural Corporation? 

No. Architectural corporations are not required to register with the California Architects Board.  

What type of corporation is legal for architecture? 

There are two types of corporations allowed for architectural corporations in California. Architects may incorporate as either a professional architectural corporation or as a general stock corporation.  

Can architects form an LLC in California? 

Architects can practice architecture as Limited Liability Partnerships or LLP. However, the State of California prohibits architects from practicing architecture as a Limited Liability Company or LLC.  

Can anyone serve as an officer or director of an architectural corporation? 

Keep in mind that these offices are dependent on the number of shareholders of the architectural corporation. 

In general, each director, shareholder, and officer of an architectural corporation, except an assistant secretary and an assistant treasurer, must be a licensed architect.  

However, there are exceptions to the rule, and they are: 

1. If an architectural corporation only has one shareholder, then it only needs to have one director. The shareholder and director may be the same person, and that person can also serve as the president and treasurer of the corporation. The other officers of the corporation in such a situation need not be licensed persons.  

1. If an architectural corporation only has two shareholders, it only needs to have two directors, and they may be the two shareholders themselves. These two shareholders between them shall fill the offices of the president, vice president, secretary, and treasurer. 

Do I need to inform the Board of Architecture if I amend my corporate name in the future?   

No, you do not need to inform the Board of Architecture. The Board would only need to be notified if there is a complete change of the corporation.  Any other corporate matters should be addressed with the Secretary of State’s office. 

Can Architects form an LLC in California? Ask an Experienced Corporation Lawyer that Specializes in Forming Architectural Firms! 

Incorporation Attorney specializes in helping architects in California form their own professional corporations. For many years, our team of expert corporate lawyers has assisted many architects from the drafting of their Articles of Incorporation to the compiling of bylaws. If you want to know the best type of legal structure for architectural firms or whether architects can form an LLC in California, we can help you! Our team can guide you on how to start your own business in the profession you love the most. Give us a call today at +1 (714) 634-4838!