In the world of healthcare law, it is commonplace to see dental and medical practice entities formed as Professional Corporations (PCs) or Professional Limited Liability Companies (PLLCs). These structures are commonly used by licensed professionals (think: doctors, dentists, NPs and PAs) to organize their legal entities. While most practitioners understand that they should setup one of these professional structures to operate their practice, there is often a lack of clarity as to the why. Below we discuss five considerations for utilizing a “P” structure when forming your legal entity.
Note that for purposes of this article we use PLLC as our example, however there are a number of legal and tax considerations when deciding between a PC, PLLC, or another entity type, as with general corporations and LLCs. You can read more on common business structure types here.
Purpose and Evolution
The emergence of the PC/PLLC (and in some states, a professional association, or “PA”) came about as an effort to provide certain benefits and legal protections to professionals practicing in fields that required a license. Given the heightened duty of care owed to patients or clients in these fields of practice, a licensed professional inherently realizes greater liability exposure, hence the need for malpractice insurance. While the first LLC regulations in the country were enacted circa 1977, it was not until a decade later that PLLCs were allowed. Prior to the passing of PLLC legislation, professionals were generally limited to operating as partnerships or sole proprietors, which lack the protections afforded to more formal corporate structures. Now, fast forward another 35 years and many states require professional service entities to operate as a PC or PLLC. When forming a new entity to start your dental or medical practice, it is important to familiarize yourself with the applicable laws of your state.
Professional Status
Frequently, healthcare licensing boards will require providers to form a professional legal entity to provide services to the public. These structures tend to demonstrate compliance with regulatory requirements and establish a professional status. Anecdotally, such a structure also speaks to the idea that the licensed professional is reputable amongst colleagues and referral partners.
Limited Liability
We’ve spoken in past articles on the value of utilizing a corporation or LLC structure. As the name implies, the whole idea behind the LLC is to limit one’s personal liability from claims that arise out of the actions of a business. The same applies here. As noted above, the increased likelihood for malpractice suits calls for heightened protection. It is important to note that, generally, a PLLC does not gain special treatment merely on account of being formed. However, maintaining a PLLC may be required to obtain certain insurance policies, which may come with great protections than that of a more traditional general business liability policy.
Tax Considerations
In keeping with past disclaimers, we are not CPAs, and thus, will never give tax advice (that’s why we stay friends with many of them). However, PC and PLLC structures can provide certain tax advantages that you should explore with your accounting team and financial advisors. While tax regulations vary by state, these structures often allow professionals to take advantage of specific deductions and/or benefits available to providers. The ever-popular “S-corp” designation can also apply to professional entities, giving the best of both worlds.
M&A Transactions
As discussed in our interview with Professional Transition Strategies, an asset purchase is one of the more common M&A transaction types. When such a transaction is consummated, the buyer is generally using a new PC or PLLC to purchase the assets of the selling practice. This is important because a newly-formed legal entity will help avoid any skeletons in the closet of the selling entity (or as we like to say, it helps prevent our client from “buying a lawsuit”).
It is important to again note that the requirements for forming and operating a PC or PLLC vary by state. Further compounding the confusion of what entity type to implement are Corporate Practice of Medicine (CPOM) concerns. Though beyond the scope of this discussion, we must reiterate the importance of working with a legal team that understands the nuances of healthcare law to ensure that your professional entity is properly-structured and legally compliant. If you are a practitioner that is concerned about your structure type or you are looking to form a new entity for purposes of starting or buying a healthcare practice, please reach out to us at (860) 552-7770 or email info@martilawgroup.com.