Dental Corporation Legal Checklist
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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