Dental Corporation Legal Checklist
Robert Haney • November 13, 2017
When preparing
to organize your dental practice, choosing the form of business entity may seem
daunting. Dentists have many options for organizing their practices. In
Illinois, these options include a limited liability partnership, professional
association, professional limited liability company or a professional service
corporation (“PSC”). Often, the best option for solo practitioner dentists is to
form a PSC as it can provide tax advantages, liability protection and other
benefits that are beyond the scope of this article. While a PSC operates
similarly to a traditional corporation, because of its unique nature the set-up
and maintenance of a PSC is a bit more nuanced than that of the traditional
corporation. This article will provide you with a general overview and basic
legal compliance checklist of the PSC incorporation requirements for dentists,
but may also be applicable to other healthcare professionals.
Pre-Incorporation
1) Choose Your Company’s Personnel . Traditional corporations are not generally limited in who can participate in its ownership and operation. However, under the Professional Services Corporation Act (the “PSC Act”), a PSC is limited in who is allowed to participate in the company. All shareholders, directors, officers, agents and employees of the PSC must be duly licensed by the Illinois Department of Financial and Professional Regulation (“IDFPR”) to provide their respective dental services. Only “ancillary personnel” do not require licensure. Ancillary personnel, which typically includes clerks, administrative staff and technicians, are employees who:
a)Are not licensed under the Illinois Dental Practice Act (“Dental Act”);
b)Are supervised by persons licensed under the Dental Act;
c)Do not hold themselves out to be licensed under the Dental Act; and
d)Are not prohibited by the IDFPR from being employed by the PSC.
2) Choose Your Company’s Name . Choosing your company’s name is vital to your PSC as it is often the first impression that people have of your company. The PSC Act has two main requirements when choosing your company’s legal name. The name must:
a)Include the full name or last name of one or more of the shareholders; and
b)End with “chartered”, “Limited”, “Ltd.”, “Professional Corporation”, “Prof. Corp.” or “P.C.”
However, if you would like to operate your company under a different name, your PSC can adopt a fictitious name by making a filing with the county clerk of the county where your company’s principal office is located.
3) Choose Your Company’s Location . The PSC Act and Dental Act require that your company’s principal address be located in Illinois. Additionally, the PSC Act requires you to submit a separate application for licensure from IDFPR for each business location in Illinois.
Incorporation
1) Draft Your Corporate Documents . To ensure that your PSC is in full corporate compliance, you will need to draft articles of incorporation, bylaws and other necessary documents for your company. In having these documents prepared, please note that it is important to use attorneys experienced in setting up PSCs to best protect your company from increased and unnecessary liability.
2) File Articles of Incorporation with the Illinois Secretary of State . Once you have compiled all of the necessary corporate documents, you will need to file the Articles of Incorporation with the Secretary of State. Articles of Incorporation can be filed in-person, via mail or on the Secretary of State website.
3) Obtain Your Federal Employer Identification Number . You can obtain a Federal Employer Identification Number or EIN, from the IRS via telephone or the IRS website.
4) Register with the IDFPR . The final step in setting up your PSC before your company can begin practicing dentistry in Illinois is obtaining a license for your PSC from the IDFPR. The license application can be filled out online via the IDFPR website.
Post-Incorporation
Once you organize a PSC, it is imperative to properly maintain the “corporate veil”, or the invisible wall separating you from your PSC. If the corporate veil is not maintained, the limited liability benefits you are afforded under your PSC can be destroyed and you may be held personally liable for the liabilities of your PSC (note however, that a PSC does not provide insulation from dental malpractice, for which a dentist remains personally liable). In order to maintain your PSC’s corporate veil, you must:
1)Timely file the PSC’s Annual Reports.
2)Timely renew the PSC’s license with IDFPR.
3)Properly maintain separate corporate minutes, records and consents for the PSC.
4)Do not commingle PSC funds and personal funds.
5)Only sign documents in the operation of your PSC in your capacity as an officer, director or shareholder of the company.
Please note that the foregoing list is not necessarily exhaustive but it is the minimum you need to do to maintain your PSC.
That concludes the general overview and basic legal compliance checklist for forming a PSC in Illinois. It is important to remember that while a PSC may be the correct choice for certain dentists, it may not be the best choice for you. Accordingly, regardless of how you choose to organize your dental practice, it is important to consult with an experienced attorney beforehand to determine which type of entity best suits your specific needs. Please feel free to reach out to me with any questions at bhaney@ghulaw.com or visit our website at www.chicagodentalattorney.com.
Robert Haney is an attorney and business advisor serving businesses in the Chicagoland area and throughout the country. Mr. Haney advises businesses and entrepreneurs from startup to sale, and strives to be a trusted advisor to his clients by delivering practical and efficient counsel on a wide range of matters. His combination of legal and business experience provides a unique perspective when counseling clients, giving him an understanding of the true value and application of his advice to their organizations. To learn more about Mr. Haney, visit www.ghulaw.com.
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Think about why you would choose a particular location for your practice. Aside from the features of the space itself, it is likely because of favorable characteristics like foot traffic, accessibility, parking, and the lack of other similar practices in the surrounding area. If, after conducting demographic research and spending time and resources selecting the perfect location for your practice, your landlord could wipe out those efforts with the stroke of a pen by leasing space nearby to a competing practice, it could be a devastating blow. Negotiating an Exclusive Use Provision Most commercial leases are initially prepared by the landlord. As such, they are unsurprisingly skewed in favor of the landlord’s interests. It is unlikely that a landlord would voluntarily and preemptively tie their hands by limiting the pool of potential tenants. That is why the burden is usually on the tenant to push for and negotiate an exclusivity provision. When negotiating the terms of your dental practice lease (which you should only do with the help and counsel of an experienced attorney), the goal will be to get your landlord to agree not to rent space to other dental practice tenants. If your landlord refuses to limit their ability to lease space to other dentists generally and you nevertheless want to pursue the desired space, you may be able to be more specific and agree to a provision that restricts the landlord’s ability to lease to a particular competing specialty such as pediatric dentists, orthodontists, periodontists, etc. Protecting Yourself From a Landlord’s Breach of an Exclusivity Clause The contracts most likely to be broken are those with few, if any, consequences for violating their terms. That is why the value of an exclusivity provision is directly related to the price that the landlord will pay for entering into a lease with a competitor despite the clause in your lease. Given the potentially catastrophic impact of having a neighbor in the same building siphoning off your patients and diluting your hard-earned goodwill, that price should be significant. Several different penalties can serve to protect your practice from a breach of an exclusivity provision: Rent Abatement. One of the most straightforward and commonly used remedies is rent abatement. If the landlord allows a competing business to open in violation of the exclusive use clause, an abatement penalty can entitle you to a full or partial reduction in base rent or other charges. This abatement typically remains in effect until the violation is cured or the competing tenant leaves. The lease should specify the amount of rent to be abated (e.g., 50% of base rent) and whether the abatement applies to other charges such as common area maintenance fees or percentage rent. Termination Right. A strong lease will give the tenant the option to terminate the lease entirely if the landlord fails to cure the violation within a specified period after notice. This is a significant penalty that underscores the seriousness of the exclusive use protection. Liquidated Damages. Liquidated damages provide a pre-agreed amount that the landlord must pay if it breaches the exclusive use clause. This can be calculated based on the tenant’s projected loss in revenue, estimated lost profits, or some other measurable metric tied to the tenant’s business performance. Injunctive Relief. Ideally, the lease should give you the right to seek injunctive relief from a court to stop the violation of the exclusive use provision, such as requiring the landlord to terminate the lease or evict the competing tenant. Getting a landlord to agree to a strong exclusivity provision with equally strong penalties for breaches of it requires deft and persuasive negotiating skills, and is yet another reason why dental practice owners should never enter into or negotiate a lease without the assistance of experienced counsel. If you are considering a lease for your practice, please contact Grogan Hesse & Uditsky today at (630) 833-5533 or contact us online to arrange for your free initial consultation. We focus a substantial part of our practice on providing exceptional legal services for dentists and dental practices, as well as orthodontists, periodontists, endodontists, pediatric dentists, and oral surgeons. We bring unique insights and deep commitment to protecting the interests of dental professionals and their practices and welcome the opportunity to work with you. Jordan Uditsky, an accomplished businessman and seasoned attorney, combines his experience as a legal counselor and successful entrepreneur to advise dentists and other business owners in the Chicago area. Jordan grew up in a dental family, with his father, grandfather, and sister each owning their own dental practices, and this blend of legal, business, and personal experience provides Jordan with unique insight into his clients’ needs, concerns, and goals.
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