If you are a doctor or other type of healthcare provider, you may be interested in forming a professional corporation within the state of California that will allow you to provide medical professional services legally under the law. Understanding how to form a medical professional corporation will help you determine your next steps and ensure your legal rights are protected.
California State Laws
Medical professional corporations in the state of California must adhere to the following California State Laws and Codes:
- California Corporations Code
- Business and Professions Code
- California Code of Regulations Title 16. Professional and Vocational Regulations, Division 13.
- Medical Board of California, Chapter 1. Division of Licensing, Article 13. Professional Corporations
Professional Corporation vs. LLCs
The state of California will not allow a medical profession from forming any type of traditional corporation or Limited Liability Company for their medical practice. Instead, the doctor must register their practice as a professional corporation. If this process is done incorrectly, the Secretary of State of California may reject the registration and can leave a doctor open to lawsuits and/or government fines. The Medical Board of California may also impose discipline or fines. Additionally, the benefits of establishing a medical professional corporation will always limit a doctor’s personal liability against lawsuits and creditors as well as decrease the amount of self-employment taxes of the shareholders, and allow any profits or losses to pass through to shareholders without double taxation.
While you should always visit with an experienced attorney regarding the start of your medical professional corporation, the following are the first steps to take.
- Name Your Medical Practice. You do have the option of making up a fictitious name, however, you must ensure it is accepted by the Medical Board of California.
- Articles of Incorporation. File the Articles of Incorporation with the Secretary of State in California.
- Notify Your State Agency. You should notify your Profession’s state agency immediately that you are forming a medical professional corporation.
- Hold a Board of Directors Meeting. You should hold a Board of Directors meeting, take the time to appoint directors.
- Determine Shareholders. Stock in a professional medical corporation may be issued only to the following licensed persons: podiatrists, psychologists, registered nursing, optometrists, marriage/family therapists, clinical social workers, chiropractors, acupuncturists, physicians’ assistants, naturopathic doctors, physical therapists, clinical counselors, and pharmacists. These shareholders may only own a sum of shares not to exceed 49% of the total number in the company.
- File and Apply. Make sure to draft your bylaws, apply for your employer identification number through the Internal Revenue Service, file Form 2553, file the Statement of Information, pay taxes to the California Franchise Tax Board, apply for any appropriate business licenses and registrations and make sure you follow all of the correct steps if you are hiring any employees.
Contact an Experienced Attorney
The formation of a medical professional corporation in the state of California is a complex legal process. Visit with an experienced attorney at the Law Office of Kris Mukherji at (858) 442-5747 to help you ensure your legal rights are protected.
Forming a dental or orthodontic professional corporation may actually provide many legal advantages and benefits over establishing the business as a dental partnership or a sole proprietorship. However, forming a dental and orthodontic professional corporation can be a legally complex and challenging process and requires strict compliance with both federal and state laws. Some of the main considerations regarding establishing a professional corporation for a dental and orthodontic practice are highlighted below.
Professional dental and orthodontic corporations are governed by the Moscone-Knox Professional Corporation Act in the state of California. Any dental or orthodontic practice that wants to establish a professional corporation must abide by these laws in California.
Forming a Professional Corporation
In order to actually form a professional dental corporation in the state of California, the California Secretary of State has specific naming restrictions, and the names of professional corporations must have their approval. Following the acceptance of the name, a professional corporation must then create the Articles of Incorporation, which should contain mandatory provisions required by both federal and state law. These Articles of Incorporation are then filed with the Secretary of State. After these first initial steps, the following must occur or be created:
- Corporate Bylaws (identifying the corporate structure and rules of the professional corporation)
- Obtaining an Employer Identification Number (EIN), from the Internal Revenue Service (IRS)
- Open a bank account in the name of the professional corporation
- Filing for an S-Corp election (if appropriate)
- Filing a Statement of Information with the IRS
- Apply for an appropriate business license in your state or city
- Apply for a fictitious business name (if appropriate)
Taxation of Professional Corporation
Professional corporations in the state of California may be taxed as either S-Corps or C-Corps. It is important to note that all professional dental and orthodontic organizations are listed by default as a C-Corp unless they choose to be an S-Corp. The taxation of these different types of entities are vastly different, and you should visit with an experienced professional before you make your decision regarding which type of Corporation you choose for our dental or orthodontic practice.
Maintaining a Professional Dental Corporation
Once you have taken the time to correctly form your dental or orthodontic professional corporation, you will still need to do several things on a consistent basis in order to ensure compliance of your corporation. These include shareholders’ meetings at least annually, the board of directors’ meetings as often as necessary, always taking official minutes of these meetings and preserving them, and filing a statement of information with the state of California annually.
Contact an Experienced Attorney
The formation of a professional dental and orthodontic corporation in the state of California is a complex and oftentimes complicated process. Visit with an experienced attorney at the Law Office of Kris Mukherji at (858) 442-5747 to help you determine your next steps and help you ensure you obtain the best advantages and benefits when you establish your dental and orthodontic professional corporation.
If you are out of residency or are simply considering starting your own private medical practice, the process may seem overwhelming. You will need a solid business plan, legal counsel, funding and a way to ensure compliance with all California state, as well as federal regulations. Consider the following as you begin your own private medical practice.
You will need to choose a business structure, which will impact everything from how you operate your business to what kinds of taxes you must pay. The state of California will not allow a medical practice to form a traditional corporation or limited liability company. Instead, the doctor must register the practice as a professional corporation. You will also need to apply for an EIN, register for local and state taxes, and make sure you follow all proper procedures to establish and register your business in California appropriately.
While you are a doctor or medical professional, you are also going to be a small-business owner, and you may need a small-business loan to help you cover your startup costs. While you may feel overwhelmed with your existing student loans from medical school, you will need to find a way to fund your new medical practice. Consider getting a loan backed by the U.S. Small Business Administration. Take time to determine exactly what all of your start-up costs will be, including equipment, accountant and consulting fees, medical records software, computers, office furniture, disposable supplies, and more. Consider looking into other medical practices to see if they are interested in selling their practice (such as a retiring doctor.)
Credentials and License
You will need to make sure you get your “credentialing” which is a way for you to accept government or private health insurance from your patients. This will be critical, as it is likely the primary way in which you will be paid. Make sure that you are not only properly credentialed, but also that you are properly licensed and have medical malpractice insurance. You will need to ensure that you have correct licenses from the California medical board, sign up with Medicare and Medicaid, have a national provider identifier, a DEA number to prescribe medicine, and even a certification by the Clinical Laboratories Improvement Amendment if you plan to have equipment such as X-rays in your office.
Contact an Experienced Attorney
One of the most important steps you can take as you start to consider establishing a private medical practice is to visit with an experienced attorney who can help you through the process and ensure that you do everything correctly to avoid costly mistakes later. The formation of a private medical practice in the state of California is a complex legal process. Visit with an experienced attorney at the Law Office of Kris Mukherji at (858) 442-5747 to help you ensure your legal rights are protected.
A Last Will and Testament (will), trust, or any other estate planning document can be contested with litigation if a family member can prove that their loved one was unduly influenced by another person, suffered from an incapacity of some kind, or was forced under duress to change his or her will. Contesting the validity of a will can be legally challenging, but if a will was executed for any of these reasons, it can be considered invalid by the court.
Undue Influence and Duress
If person A manipulates or persuades person B to change their estate planning documents in such a way that person A benefits from that change, there may be undue influence. Duress is some sort of threat or action that causes someone to do something against their will or better judgment. Every person is allowed the freedom in the United States to create a will and leave their assets to whomever they choose. However, if an individual’s ability is manipulated in such a way that they are unable to properly execute their wishes, they may be under undue influence.
Incapacity and undue influence oftentimes work hand in hand with regard to estate planning documents. If a person has any kind of diminished mental capacity, they are much more susceptible to any kind of improper influence or undue pressure. Undue influence of those persons that have any kind of incapacity typically happens out of the sight of friends and family members, and therefore, it is critical to piece together documentation and evidence to prove not only that the decedent was incapacitated in some way, but that they were also unduly influenced by a manipulative party.
Proving Undue Influence, Incapacity, and Duress
If you are a family member attempting to contest a will or trust document, you must prove that the estate planning documents were procured and changed under the influence of another party. When a family member is suddenly removed and excluded from a person’s life, typically under the influence or “guidance” of another person, they may be exerting either duress or undue influence on that person. Proving undue influence, incapacity and duress can be legally complex and challenging, and typically these cases revolve around the quality and thoroughness of the evidence provided to the court.
In many cases, proving that a will or trust was written under undue influence or duress is difficult and may include the following:
- The estate planning document leaves assets to a person who is wholly unexpected, and in most cases not a family member.
- The person who inherited most assets from the estate had some sort of “confidential relationship” and had the opportunity to exert undue influence or duress on the decedent.
- The decedent either had some form of incapacity or was susceptible in some way to duress or undue influence.
Contact an Experienced Estate Planning Attorney
If you believe that your loved one was either under duress or was the target of undue influence due to their incapacity which resulted in changes to their will, trust or other estate planning documents, contact the experienced estate planning attorneys at the Law Office of Kris Mukherji at (858) 442-5747 to help you determine your next steps and help you build a strong case.
If you are considering starting a business partnership, congratulations! Partnerships involve using everyone’s strengths and business resources in order to establish and build a profitable and successful business. These are the key steps to take when entering into a partnership to ensure that your business starts off on the right legal footing.
Make Sure Your Visions are the Same
Before actually establishing a partnership formation legally, you will want to ensure that you have considered whether this partnership will endure challenges, and that you and your partner can succeed in your new business venture. Consider the following questions to ensure that your vision for a successful business is the same.
- Do you work well together?
- Do you have similar work ethics?
- Do you have the ability to share discretionary decision-making authority?
- Do you enjoy collaborative endeavors?
- Do you appreciate other views and opinions in business?
- Do you have the same values as your partner?
- Do you have the same vision for the company for the next year? Five years? 10 years?
- Do you trust this person?
- Is this person a family relative or close friend? If so, if the partnership does not work out, you may lose a valuable personal relationship or cause division in the family in the future.
Consult With an Attorney
No matter how well-intentioned a person is, visiting with an attorney prior to the establishment of a partnership can ensure that all business and financial decisions are discussed so that all parties are on the same page, and everyone is in agreement regarding expectations of all areas of the business. Some of the ways that a business attorney can help your new partnership includes the following:
- Complete Partnership Vision Discussion. Attorneys often sit down with both partners regarding the new business as a whole to discuss everything from how financial obligations will be divided, start-up costs, future expenses, intellectual property, branding, what purchases need to be made, employees, employee benefits, marketing, production and every aspect of the new partnership. These discussions often include one-year, three-year, and 10-year plans. Discussions should occur regarding the solutions to any future business disputes, as well.
- Contracts and Agreements. The establishment of a partnership should include legal documents that are not only required by state and federal law, but also allow the partnership to operate in the most efficient and profitable manner possible. All documents related not only to the establishment of the business but trademarks, employee benefits, employee contracts, non-compete clauses, intellectual property matters, lease agreements, contracts with vendors, and more are necessary to protect your legal rights and ensure that you start your business partnership on the right legal footing.
Contact an Experienced Business Attorney
If you are in the process of starting a business partnership, there are several things you need to consider, as well as key steps you should take to ensure that your new company starts out with the best possible foundation. The lawyers at the Law Office of Kris Mukherji at (858) 442-5747 can help you determine what legal documents you need, and help you answer the questions you have regarding your new partnership.