One of the most crucial decisions when opening a dental practice is choosing the right entity and tax structure. What may seem like a simple task at first can quickly become overwhelming. There are many nuances and considerations that make it nearly impossible to select the default best choice. In this blog post, I have highlighted some practical options for small dental practices with one or two owners.
Avoid the Liability of Sole Proprietorships and General or Limited Partnerships
One of the easiest entities a person can form is a sole proprietorship. However, it offers zero protection from personal liability. That means if the business fails you’re personally on the hook. General and limited partnerships also have zero protection from personal liability.
Limited Liability Companies and Corporations afford the most protections.
For personal liability protection, it is best to form either a limited liability company (LLC) or a corporation. Both entities shield the owner(s) from the acts or omissions of the entity’s employees and other business operation liabilities. LLCs and corporations are both good choices when it comes to personal liability protection. However, they have different corporate formalities that must be followed. Corporations have more formalities, such as requirements to maintain minutes and have certain meetings, while LLCs do not have such obligations.
Understand the Tax Implications
When it comes to taxation, the entities have different requirements and implications. A partnership is a pass-through entity, which means all income, losses, and credits flow through to the partners’ individual income tax returns. However, partnerships must file a tax return even though the entity itself is not subject to tax. A C corporation is subject to double taxation, which means the corporation is taxed on all the business earnings, and those earnings are taxed again when paid out as dividends. An S corporation is subject to only one level of tax and can reduce the employment tax liability of the owners by managing their reasonable compensation in relation to the S corporation’s net-profit distributions.
For LLCs and corporations, the entities can be taxed as either a C corporation or an S corporation. However, if a dentist chooses a corporation as their entity, they must understand the corporation’s limitations in terms of tax flexibility from initial formation through to the sale of the dental practice.
Choose What Works Best for You
While there is no right or wrong answer when it comes to choosing the right entity and tax structure for your dental practice, there are clear pros and cons to each. Your choice will depend on various factors, including the number of owners, the number of dentists, business objectives, personal liability protection, and tax savings.
Consulting with an attorney to evaluate the options is a crucial step in making the best decision for you and your practice. Call our firm today at 216-644-3359 so that we can help you open your dental practice and protect your interests.
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