The Significant Risks and Avoidable Pitfalls of the "Corporate Practice of Dentistry"
Jordan Uditsky • October 1, 2019
The Significant Risks and Avoidable Pitfalls of the “Corporate Practice of Dentistry”
During the 2012 presidential campaign, Mitt Romney famously said that “Corporations are people, my friend.” While that may or may not be true, it is unequivocally the case that corporations are not and cannot be dentists, my friend. The corporate practice of dentistry is prohibited in Illinois. Failing to understand what that means or structuring the ownership, control, and operation of their practices in ways that do not comport with the law can create serious headaches for dentists and threaten their licenses and livelihoods.
What is the Corporate Practice of Dentistry?
Dentists and dental hygienists, like all medical professionals, have a responsibility to exercise their best, independent judgment in the treatment of their patients. Clinical decisions should be based solely on the patient’s best interests – not on the interests of shareholders, board members, or balance sheets.
That is why the Illinois Dental Practice Act (the “Act”) precludes, in most cases, non-dentists from having ownership interests in a dental practice. As the Act states, the reason for this prohibition is “to prevent a non-dentist from influencing or otherwise interfering with the exercise of independent professional judgment by a dentist, dental hygienist, or other entity which can provide dental services under this Act.”
The “corporate practice of dentistry,” as that term is used in connection with the analysis of dental transactions, essentially means that a dentist cannot practice under the direction or control of an entity that is not itself owned by dentists or licensed as is required by the Illinois Department of Financial and Professional Regulation (IDFPR).
Specifically, unless otherwise authorized in the Act, a dentist or dental hygienist is prohibited from providing dental services in Illinois if the dentist or dental hygienist:
• is employed by any person other than a dentist to provide dental services; or
• allows any person other than another dentist to direct, control, or interfere with the dentist's or dental hygienist's clinical judgment.
Unique Corporate Structures for a Unique Profession
The most common mistake dentists make when initially structuring their practice is to form a regular corporation or limited liability company and allow a non-dentist to be listed as a shareholder or member, even if such individual’s actual involvement in the entity extends no further than their capital contribution.
Dentists can easily avoid this error by forming a specialized entity specifically designed for dental and medical professionals. In Illinois, the ban on the corporate practice of medicine explicitly does not prohibit dental corporations as authorized by the Professional Service Corporation Act, dental associations as authorized by the Professional Association Act, or dental limited liability companies as authorized by the Limited Liability Company Act.
In a dental corporation or professional association that provides dental services, only dentists licensed by IDFPR may be shareholders, directors, and officers. Dentists may also practice through a limited liability company so long as the managers and each member are licensed to practice dentistry or a member or manager is a registered Illinois professional corporation, dental corporation, or appropriately structured and licensed limited liability company.
Which entity is most appropriate for your practice depends on several factors and your specific needs and goals, and such decisions should only be made in consultation with an attorney experienced in the corporate and business issues unique to the dental profession.
Your Practice Needs a License Too
Even though individual licensed dentists, not a corporate entity, are the ones doing the diagnosing, treating, and healing, the entity itself, not just the dentists who own and operate it, need a license from IDFPR. This licensing requirement is in addition to all other corporate formalities and obligations.
It is important to note that IDFPR can revoke or suspend a dental entity’s license for numerous reasons relating to the license status of individual dentists who own and operate the practice. Accordingly, dental practice owners need to stay informed about how any particular dentist’s disciplinary issues may impact the entity’s license status.
The operation of a dental practice by an unlicensed entity or person can result in insurance reimbursement denials, regulatory citations based on the unlicensed practice of medicine, and other issues.
Entities which lose their license cannot continue to legally offer dental services. If they continue to do so, it could cause problems for the dentist/owners. Not only may they be subject to disciplinary action, but the failure to follow the law could theoretically contribute to a dentist’s personal exposure for the entity’s obligations or liabilities if a plaintiff attempts to “pierce the corporate veil.”
We Focus on You So You Can Focus on Your Patients
At Grogan, Hesse & Uditsky, P.C., 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.
Please call us at (630) 833-5533 or contact us online to arrange for your free initial consultation.
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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Bogus ADA Claims Regarding Dental Practice Websites Are Rampant. Your Lawyer Can Help You Tell the Difference Between a Real Problem and a Real Shakedown. Over 25 years have passed since the Americans with Disabilities Act (ADA) quite literally reshaped the landscape for people with disabilities. From building entrances to parking lots to restrooms to elevators, from hiring and employment opportunities to restaurants, stores, and websites, disabled Americans have far greater access to the same facilities, services, and opportunities as everyone else. Harassment at Best, Extortion at Worst For all the good it has accomplished, however, the ADA has also been abused by opportunistic individuals and attorneys who have used the law in bad faith to shake down small businesses, including dental practices, for alleged violations that have not actually caused any harm or infringed upon any rights afforded by the act. These self-appointed ADA compliance "testers" have filed thousands of nuisance ADA suits that have cost American businesses millions of dollars. According to one analysis, ADA lawsuits have increased by 320% since 2013, with over 4,000 suits filed in 2024 alone. Many plaintiff's law firms file hundreds of cookie-cutter ADA lawsuits each year. One person can visit multiple businesses or websites in a single day solely to identify even the slightest accessibility transgressions in order to generate claims. While these suits can focus on any number of alleged ADA shortcomings, those relating to website accessibility (discussed in detail in this earlier post ) filed by a handful of law firms and serial plaintiffs have earned the scorn of small businesses and practices across the country. That's because these "testers" and the lawyers who represent them specifically target small businesses, as they typically have limited means to defend themselves, may not be able to discern between legitimate and bogus claims, and often see a quick payoff as the path of least resistance. Here’s how the shakedown typically goes down: A plaintiff or their attorney sends the practice a demand letter in which they claim that the practice’s website is inaccessible to people with disabilities (e.g., missing image alt text, inaccessible forms, incompatible with screen readers). They cite a violation of Title III of the ADA. They make a demand for a cash settlement, often ranging from $2,500 to $25,000, alongside a request for accessibility fixes. The business/practice cuts a check in exchange for a release of any ADA claims by that plaintiff related to the website. The business/practice may then receive more demand letters, often from the same firm, on behalf of other plaintiffs who make the same claim, and the extortion continues. Don’t Act Impulsively – Do This Instead All this is not to say that dental practice owners should consider all such claims and demands to be frivolous or ignore their ADA obligations relating to their website. To be sure, a meritorious ADA lawsuit can indeed expose a practice to significant financial and reputational damage. Before reflexively giving in to an ADA demand letter and settling a supposed claim, practice owners should take the following steps: · Don't Panic, But Don't Ignore It. As noted, a demand letter with legalese and ominous language doesn’t mean that you’ve done anything wrong or actually violated the law. While your immediate reaction may include fear, confusion, or anger, don’t act impulsively. By the same token, don’t assume it is a bogus threat; crumble up the letter and throw it in the recycling. Deadlines in these letters are real, and failing to respond appropriately to a viable claim could lead to litigation. · Contact Your Attorney Immediately. This is not a DIY situation. Before responding to the letter or contacting the sender, consult with an attorney experienced in ADA compliance and website accessibility issues. Your lawyer can evaluate the demand letter or complaint, the validity of the claim, and the law firm behind it before formulating an appropriate response. Testers send many cookie-cutter letters that may contain boilerplate allegations of deficiencies that do not actually exist. · Evaluate Your Actual Compliance. Work with your attorney and website accessibility experts to have your website assessed against the Web Content Accessibility Guidelines (WCAG) , which courts often reference in ADA website cases. Understanding your site's actual accessibility helps inform whether settlement, remediation, or another approach makes sense and whether you need to take additional steps to avoid future claims. Keep in mind that this isn't just about legal compliance—it's good business. An accessible website serves all patients better and demonstrates your commitment to inclusivity. If you have questions about your business's ADA obligations and how to protect it from accessibility complaints, please call Grogan, Hesse & Uditsky at (630) 833-5533 or contact us online to arrange for your free initial consultation. At Grogan Hesse & Uditsky, P.C., 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. This blend of legal, business, and personal experience provides Jordan with unique insight into his clients’ needs, concerns, and goals.
Why TODAY Is The Time To Prepare Your Practice – and Yourself - For an Uncertain Tomorrow
Bogus ADA Claims Regarding Dental Practice Websites Are Rampant. Your Lawyer Can Help You Tell the Difference Between a Real Problem and a Real Shakedown. Over 25 years have passed since the Americans with Disabilities Act (ADA) quite literally reshaped the landscape for people with disabilities. From building entrances to parking lots to restrooms to elevators, from hiring and employment opportunities to restaurants, stores, and websites, disabled Americans have far greater access to the same facilities, services, and opportunities as everyone else. Harassment at Best, Extortion at Worst For all the good it has accomplished, however, the ADA has also been abused by opportunistic individuals and attorneys who have used the law in bad faith to shake down small businesses, including dental practices, for alleged violations that have not actually caused any harm or infringed upon any rights afforded by the act. These self-appointed ADA compliance "testers" have filed thousands of nuisance ADA suits that have cost American businesses millions of dollars. According to one analysis, ADA lawsuits have increased by 320% since 2013, with over 4,000 suits filed in 2024 alone. Many plaintiff's law firms file hundreds of cookie-cutter ADA lawsuits each year. One person can visit multiple businesses or websites in a single day solely to identify even the slightest accessibility transgressions in order to generate claims. While these suits can focus on any number of alleged ADA shortcomings, those relating to website accessibility (discussed in detail in this earlier post ) filed by a handful of law firms and serial plaintiffs have earned the scorn of small businesses and practices across the country. That's because these "testers" and the lawyers who represent them specifically target small businesses, as they typically have limited means to defend themselves, may not be able to discern between legitimate and bogus claims, and often see a quick payoff as the path of least resistance. Here’s how the shakedown typically goes down: A plaintiff or their attorney sends the practice a demand letter in which they claim that the practice’s website is inaccessible to people with disabilities (e.g., missing image alt text, inaccessible forms, incompatible with screen readers). They cite a violation of Title III of the ADA. They make a demand for a cash settlement, often ranging from $2,500 to $25,000, alongside a request for accessibility fixes. The business/practice cuts a check in exchange for a release of any ADA claims by that plaintiff related to the website. The business/practice may then receive more demand letters, often from the same firm, on behalf of other plaintiffs who make the same claim, and the extortion continues. Don’t Act Impulsively – Do This Instead All this is not to say that dental practice owners should consider all such claims and demands to be frivolous or ignore their ADA obligations relating to their website. To be sure, a meritorious ADA lawsuit can indeed expose a practice to significant financial and reputational damage. Before reflexively giving in to an ADA demand letter and settling a supposed claim, practice owners should take the following steps: · Don't Panic, But Don't Ignore It. As noted, a demand letter with legalese and ominous language doesn’t mean that you’ve done anything wrong or actually violated the law. While your immediate reaction may include fear, confusion, or anger, don’t act impulsively. By the same token, don’t assume it is a bogus threat; crumble up the letter and throw it in the recycling. Deadlines in these letters are real, and failing to respond appropriately to a viable claim could lead to litigation. · Contact Your Attorney Immediately. This is not a DIY situation. Before responding to the letter or contacting the sender, consult with an attorney experienced in ADA compliance and website accessibility issues. Your lawyer can evaluate the demand letter or complaint, the validity of the claim, and the law firm behind it before formulating an appropriate response. Testers send many cookie-cutter letters that may contain boilerplate allegations of deficiencies that do not actually exist. · Evaluate Your Actual Compliance. Work with your attorney and website accessibility experts to have your website assessed against the Web Content Accessibility Guidelines (WCAG) , which courts often reference in ADA website cases. Understanding your site's actual accessibility helps inform whether settlement, remediation, or another approach makes sense and whether you need to take additional steps to avoid future claims. Keep in mind that this isn't just about legal compliance—it's good business. An accessible website serves all patients better and demonstrates your commitment to inclusivity. If you have questions about your business's ADA obligations and how to protect it from accessibility complaints, please call Grogan, Hesse & Uditsky at (630) 833-5533 or contact us online to arrange for your free initial consultation. At Grogan Hesse & Uditsky, P.C., 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. This blend of legal, business, and personal experience provides Jordan with unique insight into his clients’ needs, concerns, and goals.
