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Can I Use a PLLC to Practice Chiropractic in California?

Feb 22, 2024


In the world of business formation, the term Chiropractic PLLC, or Chiropractic Professional Limited Liability Company, refers to a special legal business entity that is designed for licensed chiropractors for rendering professional services. However, navigating the specifics of using a Chiropractic PLLC can be a challenge, particularly as business structure regulations vary from state to state. This article discusses the permissibility of utilizing Chiropractic PLLCs in California, and the alternatives for chiropractic practice owners.

Table of Contents

Spoiler Alert: Chiropractic Cannot Be Practiced Using Any LLC in California

If you are already practicing chiropractic in California as a California LLC or an LLC or PLLC from a state other than California, you should also read this article which includes information about how to get into compliance with California law for your chiropractic practice.

The California Revised Uniform Limited Liability Company Act of the California Corporations Code Prohibits the Use of LLCs for the Provision of Professional Chiropractic Services by Licensed Chiropractors in California

Use of a California LLC to Render Professional Chiropractic Services in California

Neither a foreign nor a California limited liability company (LLC) may be used to render professional chiropractic services in California. This comes as a surprise to many licensed chiropractors, as Chiropractic Professional Limited Liability Companies are commonly used to render professional chiropractic services in other states. However, California Corporations Code Section 17701.04(e) answers the question clearly regarding the use of a foreign or California LLC as a business entity for licensed chiropractors in California:

“Nothing in this title shall be construed to permit a domestic or foreign limited liability company to render professional services, as defined in subdivision (a) of Section 13401 and in Section 13401.3, in this state.”

Thus, licensed chiropractors may not use or form limited liability companies for the provision of professional chiropractic services in California.

Use of a California PLLC to Render Professional Chiropractic Services in California

Based upon California Corporations Code Section 17701.04(e), which prohibits the use of a foreign or California LLC to render professional chiropractic services, because nothing in the California Corporations Code differentiates the idea of a California Chiropractic PLLC from the California LLC, there is nothing in California law regarding LLC formation for the provision of professional chiropractic services, and nothing establishes a California Chiropractic PLLC as a business entity that may be formed under California law.

In short, there is no California Chiropractic PLLC as the law currently stands at the time of this writing in 2024, and thus licensed chiropractors are unable to form a California Chiropractic PLLC for their professional chiropractic services. This is a significant departure from the norm in many other states, where Chiropractic PLLCs are a commonly used business entities for licensed chiropractors.

Use of a Foreign Chiropractic PLLC to Render Professional Chiropractic Services in California

Based upon California Corporations Code Section 17701.04(e), which prohibits the use of a foreign or California LLC by licensed chiropractors to render professional chiropractic services, and because the California Corporations Code does not differentiate between a between a foreign LLC or foreign PLLC for purposes of California Corporations Code Section 17701.04(e), neither a foreign LLC nor a foreign PLLC may be used by licensed chiropractors to render professional chiropractic services in California.

Professional practices that are structured as Chiropractic PLLCs in other states need to exercise extreme caution when offering professional chiropractic services in California. The prohibition set forth in California Corporations Code Section 17701.04(e) means that out-of-state chiropractic practices operating as Chiropractic PLLCs in their home state may encounter legal restrictions if they wish to offer their professional chiropractic services in California. Therefore, the licensed chiropractors practicing under these Chiropractic PLLCs in their home states must not use their Chiropractic PLLCs when rendering professional chiropractic services in California and must do so either as a California Sole Proprietorship or California General Partnership by default, or by establishing a California Professional Chiropractic Corporation, as will be discussed below.

What Business Structure Options Do Chiropractors Have in California?

As California does not allow the use of California LLCs, foreign LLCs, or foreign Chiropractic PLLCs (and there is no such thing as a California PLLC!) for the provision of professional chiropractic services in the State of California, California licensed chiropractors seeking to practice chiropractic in California must explore choose one of the permissible business structures, as discussed below.

Selecting the best permissible business structure option will depend on the specific professional chiropractic services to be offered and the regulations governing those chiropractic services. In the following subsections, we will introduce the various business entities that are permitted to render professional chiropractic services in California, including Sole Proprietorships, General Partnerships, and Professional Chiropractic Corporations, each of which comes with its own set of advantages and limitations.

A California Licensed Chiropractor May Practice as a Sole Proprietorship in California

A Sole Proprietorship is a straightforward and uncomplicated business structure that may be utilized by licensed chiropractors in California. In a Sole Proprietorship, the individual chiropractor is the sole owner and operator of the chiropractic practice.

Liability Protection for Licensed Chiropractor Sole Proprietors in California

Sole Proprietorships do not provide their owners with liability protection in California. In this type of business structure, the licensed chiropractor is personally responsible for all business debts, liabilities, obligations, and all legal judgments against the chiropractic practice. This means that if the chiropractic practice incurs a debt or is sued, the personal assets of the licensed chiropractor, such as their home, car, and personal bank accounts, can be used to settle these obligations.

The lack of liability protection is a significant disadvantage of operating a chiropractic practice as a Sole Proprietorship and is a critical factor that a licensed chiropractor should consider when deciding on the most appropriate business structure for their chiropractic practice in California.

Taxation of Licensed Chiropractor Sole Proprietors in California

In California, Chiropractor Sole Proprietorships are subject to pass-through taxation, meaning the business itself is not separately taxed. Instead, the income or loss of the business is passed through to the licensed chiropractor. The licensed chiropractor reports business income and expenses on Schedule C of their personal federal income tax return (Form 1040). The net profit or loss is then reported on the personal tax return of the licensed chiropractor and taxed at individual income tax rates.

In addition to income taxes, a licensed chiropractor practicing as a Sole Proprietorship in California is also subject to self-employment taxes, which cover Social Security and Medicare taxes. At the time of this writing in 2024, this is calculated on Schedule SE of the federal tax return at a rate of 15.3% on the first $168,600 of net income and 2.9% on all net profit in excess of the first $168,600.

At the state level, California has one of the highest state income tax rates in the country, and these rates apply to business income that passes through to the personal tax returns of the licensed chiropractor practicing as a Sole Proprietorship.

When Should a California Licensed Chiropractor Practice as a Sole Proprietorship in California?

A California licensed chiropractor should only consider practicing as a Sole Proprietorship in California when they are starting their chiropractic practice and have limited financial resources, will not have employees, do not expect to grow their practice beyond just a few patients, and have substantial insurance coverage for the liabilities and risks associated with their chiropractic practice.

However, as the chiropractic practice grows, the licensed chiropractor should reconsider the use of a Sole Proprietorship for their chiropractic practice as revenue increases, before hiring employees, or as professional liabilities increase. Upon the first to occur of increasing revenue, hiring employees, or increases in professional liability, it will be advantageous for the licensed chiropractor to explore other business structures that offer tax benefits and liability protection.

Two or More California Licensed Chiropractors Professionals May Practice as a General Partnership in California

A California General Partnership used for a chiropractic practice is a business entity in which two or more licensed chiropractors join together to provide professional chiropractic services in California. In such a setup, all chiropractor partners share equal rights and responsibilities in managing the business of the chiropractic practice.

Liability Protection for Chiropractor General Partners in a California General Partnership

General Partnerships in California do not provide chiropractor partners with liability protection. This means each chiropractor partner has joint and several personal liability for all business debts, liabilities, obligations, and all legal judgments against the chiropractic practice, including those incurred by other chiropractor partners which includes acts of malpractice by the other chiropractor partners. If the California General Partnership providing professional chiropractic services is sued or incurs debt, the personal assets of each chiropractor partner, such as their home, vehicles, and personal savings, could be at risk, even if they are not found personally at fault for incurring the debt or committing the act of malpractice.

This lack of liability protection is a considerable drawback for California General Partnerships rendering professional chiropractic services and something California licensed chiropractors should seriously factor into their decision when considering a California General Partnership for their chiropractic practice in California.

Taxation of General Partnership Chiropractic Practices in California

In California, chiropractic practices structured as General Partnerships are taxed under the pass-through taxation system. This means the California General Partnership itself does not pay income taxes. Instead, the share of the profits or losses of the California General Partnership allocated to each chiropractor partner passes through to their personal income tax return. The individual chiropractor partners are responsible for paying federal and state income taxes on their allocated share of the profits of the California General Partnership at their individual income tax rates.

Each chiropractor partner is also required to pay self-employment taxes, which are Social Security and Medicare taxes for self-employed individuals. At the time of this writing in 2024, this is calculated on Schedule SE of the federal tax return at a rate of 15.3% on the first $168,600 of net income and 2.9% on all net profit in excess of the first $168,600.

California General Partnership earnings are also subject to the California state income tax. The state has a progressive income tax system with rates ranging from 1% to 13.3%, depending on the income of the taxpayer. These rates apply to the allocated share of the California General Partnership income allocated to each chiropractor partner and passed through to their personal tax returns.

When Should California Licensed Chiropractors Practice as a General Partnership in California?

Based upon the unlimited liability and tax structure of a California General Partnership, a California General Partnership should probably not be considered by licensed chiropractors practicing chiropractic in California, as there are superior options for a professional practice in California that provide more personal liability protection than a California General Partnership for chiropractic practices.

One or More California Licensed Chiropractors May Practice Chiropractic as a California Professional Chiropractic Corporation in California

California Professional Chiropractic Corporations are a specialized form of California professional corporation designed specifically for licensed chiropractors who seek personal liability protection and tax benefits for their chiropractic practice. A California Professional Chiropractic Corporation is a separate legal entity distinct from its licensed chiropractors owner(s) and permitted non-chiropractor owner(s), referred to collectively as licensed shareholders, which distinguishes it from a California Sole Proprietorship (which is an individual licensed chiropractor personally practicing chiropractic) or a California General Partnership or California LLP (which is a group of licensed chiropractors practicing chiropractic together).

Liability Protection from a Professional Chiropractic Corporation in California

In a California Professional Chiropractic Corporation, the personal assets of the licensed shareholders are generally protected from business debts, liabilities, obligations, and legal judgments against the California Professional Chiropractic Corporation. This means that in most instances, if the California Professional Chiropractic Corporation is sued or incurs debt, the personal assets of the licensed chiropractor owner(s) and other licensed shareholders (such as their home, vehicles, and personal savings) are shielded from creditors.

It is essential to note that this liability protection does not extend to professional malpractice claims against a licensed chiropractor. The personal asset protection applies only to debts and obligations incurred by the California Professional Chiropractic Corporation, not to the individual actions of a licensed chiropractor. However, when two or more licensed chiropractors are practicing chiropractic in a California Professional Chiropractic Corporation, a malpractice claim against one licensed chiropractor is not a malpractice claim against all the other licensed chiropractors and other licensed shareholders, which is a significant increase in personal liability protection for professional malpractice compared to a California General Partnership.

While the use of a California Professional Chiropractic Corporation provides liability protection, it does not eliminate the requirement for individual professionals to maintain adequate malpractice insurance coverage or for the California Professional Chiropractic Corporation to otherwise secure liability insurance for indemnification of its liabilities.

Taxation of Professional Chiropractic Corporations in California

Professional Chiropractic Corporations in California can opt to be taxed as personal service corporations subject to double taxation or S Corporations, which alters the tax landscape for these entities. As the vast majority of California Professional Chiropractic Corporations elect S Corporation taxation, this article will focus on S Corporation taxation of California Professional Chiropractic Corporations.

With S Corporation status, the California Professional Chiropractic Corporation itself does not pay income tax. Instead, the income and losses of the California Professional Chiropractic Corporation pass through to the personal income tax returns of the licensed shareholders.

To qualify for S Corporation status, the California Professional Chiropractic Corporation must meet certain requirements including having no more than 100 shareholders, all of whom must be U.S. citizens or residents, and having only one class of stock.

One of the key advantages of S Corporation status for a California Professional Chiropractic Corporation lies in the area of self-employment taxes. Salaries and wages paid to licensed shareholder-employees are subject to payroll taxes (Social Security and Medicare). However, any additional profits distributed to licensed shareholders are not subject to either payroll taxes or self-employment taxes. This can result in significant tax savings.

In terms of state taxes, California taxes S Corporations at a rate of 1.5% of their net income, with a minimum tax of $800 paid annually to the California Franchise Tax Board. Licensed shareholders in a California Professional Chiropractic Corporation taxed as an S Corporation are also required to pay state income tax on their allocated share of the income of the California Professional Chiropractic Corporation.

When Should California Licensed Chiropractors Practice Using a Professional Chiropractic Corporation in California?

A California licensed chiropractor should consider practicing as a Professional Chiropractic Corporation in California when seeking personal liability protection and tax benefits for their chiropractic practice. This structure is particularly advantageous if the chiropractor wishes to shield their personal assets from business debts, liabilities, and obligations while also shielding themselves from legal judgments against the California Professional Chiropractic Corporation, with the exception of individual professional malpractice claims against the licensed chiropractor personally.

If the licensed chiropractor can meet the requirements necessary to qualify for S Corporation status, they can enjoy significant tax advantages. This includes the potential for tax savings through the having no self-employment tax liability on profits distributed to licensed shareholders, and only payroll tax liabilities on a reasonable salary paid to them as an employee of the California Professional Chiropractic Corporation.

Based upon the availability of both limited liability and tax benefits for the licensed chiropractor, the California Professional Chiropractic Corporation should be the go-to business entity for California licensed chiropractors.

Secure Your Future with Legal Services from Experts in California Professional Business Structures: Let San Diego Corporate Law Guide Your Business Structure Selection

Choosing the right business structure for your chiropractic practice in California is a critical step for every California licensed chiropractor. It can significantly influence your tax obligations, personal liability, and the overall success of your chiropractic practice. At San Diego Corporate Law, our experienced legal team is well-versed in California business laws and can help you navigate the complexities of corporate documents and California Secretary of State filings. Whether you are considering a California Professional Chiropractic Corporation or other structure for your chiropractic practice, we can provide the guidance necessary to make an informed decision. Contact us today to schedule a consultation and ensure your chiropractic practice starts in California on solid legal footing.





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