A common question the attorneys at San Diego Corporate Law are asked is whether or not an occupational therapist may practice occupational therapy as a California Limited Liability Company (LLC).

Whether you are an occupational therapist, or someone advising therapy professionals and other licensed professionals, you may have the same questions and concerns regarding the legality of using California LLCs for the practice of occupational therapy, and hopefully, this writing will answer many of your questions about California LLCs with respect to therapy professionals and other licensed professionals.

What California Laws Regulate the Entities an Occupational Therapist May Use for the Practice of Occupational Therapy in California?

The California Department of Consumer Affairs, California Board of Occupational Therapy regulates and enforces the applicable laws to uphold the standards of occupational therapy practice within the State of California. While many areas of California law touch the highly regulated practice of occupational therapy, we need only review two such bodies of California law for this discussion.

California Business and Professions Code for Occupational Therapy Practices

The California Business and Professions Code primarily governs the practice of occupational therapy in California. Specifically, California Business and Professions Code Sections 2570-2572 comprises the Occupational Therapy Practice Act.

Within the Occupational Therapy Practice Act, California Business and Professions Code Sections 2572 address the entities in which duly licensed occupational therapists may practice occupational therapy in California.

California Corporations Code for Occupational Therapy Practices

The California Corporations Code also governs the entities in which duly licensed occupational therapists may practice occupational therapy in California. Specifically, California Corporations Code Sections 13400-13410 comprises the Moscone-Knox Professional Corporation Act.

The Moscone-Knox Professional Corporation Act provides guidance for professional corporations, but the rest of the California Corporations Code applies to professional corporations, including California Professional Occupational Therapy Corporations, when Sections 13400-13410 of the California Corporations Code is silent on a subject.

An Occupational Therapist MAY NOT Practice Occupational Therapy Using a California LLC

In reading the pertinent parts of both the California Business and Professions Code and the California Corporations Code, an occupational therapist is prohibited from practicing occupational therapy using a California LLC (or any other limited liability company, for that matter!).

The Moscone-Knox Professional Corporation Act on Practicing Occupational Therapy in a California LLC

The Moscone-Knox Professional Corporation Act itself does not explicitly state that an occupational therapist cannot practice occupational therapy using a California LLC. Instead, it outlines the structure and rules for professional corporations. The prohibition for practicing occupational therapy in a California LLC comes from the Occupational Therapy Practice Act, specifically California Business and Professions Code Section 2572.

The Occupational Therapy Practice Act on Practicing Occupational Therapy in a California LLC

The specific prohibition against practicing occupational therapy in the Occupational Therapy Practice Act as a California LLC is stated in the California Business and Professions Code Section 2572. This section explicitly prohibits occupational therapists from practicing occupational therapy under any form of business organization that does not meet the requirements of the Moscone-Knox Professional Corporation Act.

Referring Back to the Moscone-Knox Professional Corporation Act on Practicing Occupational Therapy in a California LLC

Referring back to the Moscone-Knox Professional Corporation Act from the Occupational Therapy Practice Act, California LLCs may not be used for occupational therapy practice because California LLCs (or LLCs from any other state!) do not meet the specific requirements set forth within the Moscone-Knox Professional Corporation Act, thus they are prohibited from being used by occupational therapists to practice occupational therapy.

What are the Possible Consequences of Practicing Occupational Therapy as a California LLC?

The potential legal ramifications for an occupational therapist practicing occupational therapy as a California LLC are severe and wide-ranging.

Disciplinary Action from the California Department of Consumer Affairs, California Board of Occupational Therapy

An occupational therapist could face disciplinary actions from the California Department of Consumer Affairs, California Board of Occupational Therapy, including fines, license suspension, or even revocation of their occupational therapy license.

Loss of Liability Protection and Malpractice Insurance Coverage

Operating as a California LLC could void the protection from personal liability that the LLC structure typically provides, making the occupational therapist personally liable for debts and legal liabilities of the business. This can have considerable financial implications.

It is also a foreseeable possibility that a malpractice insurance carrier might refuse to pay a malpractice claim against an occupational therapist, other therapy professionals, or other licensed professionals employed by an occupational therapist, if the legal entity used to practice occupational therapy was illegal. The malpractice insurance carrier could claim that the occupational therapist was operating outside the scope of the coverage, which could be considered a violation of the policy terms, leading to the denial of insurance claims.

Civil Liability and Tax Consequences

It is also possible that an occupational therapist might face civil penalties, including lawsuits from patients, or potential tax consequences, as the IRS may not recognize the LLC for the practice of occupational therapy, leading to potential fines and penalties.

What Are My Options If I Am Already Practicing Occupational Therapy as a California LLC?

If you are currently practicing Occupational Therapy as a California LLC, you should address the situation immediately to avoid the significant legal consequences highlighted above. You have two primary options to remedy the situation.

Firstly, you can choose to dissolve the California LLC and simultaneously or subsequently form a new California Professional Occupational Therapy Corporation compliant with the Moscone-Knox Professional Corporation Act. This approach would involve complete dissolution of the existing California LLC and its operations, and the establishment of a new, legally compliant California Professional Occupational Therapy Corporation.

Secondly, you could opt to convert the existing California LLC into a California Professional Occupational Therapy Corporation. This process would involve a legal conversion process whereby the LLC would be transformed into a Professional Occupational Therapy Corporation under the Moscone-Knox Professional Corporation Act. This method might be more suitable for those seeking to maintain the continuity of their existing business operations during the transition.

Dissolving a California LLC and Forming a California Professional Occupational Therapy Corporation

The process of dissolving a California LLC and forming a California Professional Occupational Therapy Corporation is one of the viable solutions to rectify the situation of an incorrectly structured occupational therapy practice.

This process involves legally terminating the operations of the existing LLC and establishing a new entity that complies with the provisions of the Moscone-Knox Professional Corporation Act. This transition allows occupational therapists to continue their occupational therapy practice under a structure that is legally recognized and provides appropriate liability protections and other benefits. However, it’s important to note that this process requires careful planning, proper execution, and might entail certain costs. The following sections will delve into the specifics of this process.

Dissolving a California LLC

Dissolving a California LLC is the formal process of closing the business entity. This entails fulfilling several legal requirements to ensure that the LLC is properly wound up. Key steps include settling any outstanding debts or liabilities, distributing remaining assets among members, filing a dissolution form with the California Secretary of State, and notifying relevant parties including creditors and the California Franchise Tax Board. It’s crucial to understand that this process is more than just ceasing operations—it requires several steps to legally and effectively dissolve the LLC and avoid potential legal and tax implications.

Forming a California Professional Occupational Therapy Corporation

A California Professional Occupational Therapy Corporation is a specific type of business structure designed for licensed occupational therapists to practice occupational therapy in California and is a legal entity compliant with the Moscone-Knox Professional Corporation Act.

The process involves drafting Articles of Incorporation specifically drafted in compliance with the Moscone-Knox Professional Corporation Act and filing those compliant Articles of Incorporation with the California Secretary of State, drafting bylaws which include specific provisions required by the Moscone-Knox Professional Corporation Act, issuing shares, and obtaining an Employer Identification Number (EIN) from the IRS, among other steps.

This structure not only allows occupational therapists to practice occupational therapy in California legally, but also provides benefits such as limited liability protection, potential tax advantages, and more.

Converting a California LLC into a California Professional Occupational Therapy Corporation

The conversion of a California LLC into a California Professional Occupational Therapy Corporation is an alternative route for occupational therapists seeking to rectify an incorrectly structured occupational therapy practice without completely dissolving their existing business.

This process involves a legal transformation of the LLC into a professional corporation compliant with the Moscone-Knox Professional Corporation Act. It allows occupational therapists to continue their practice within the same business structure, albeit now legally recognized and offering suitable liability protection. This method is beneficial for those aiming to maintain operational continuity during the transition. The following sections will provide detailed insight into this process.

The conversion of a California LLC into a California Professional Occupational Therapy Corporation involves a series of steps, which are designed to ensure legal compliance and continuity of the business structure.

Draft and Adopt a Plan of Conversion for Converting a California LLC into a California Professional Occupational Therapy Corporation

The first step in the process of converting a California LLC into a California Professional Occupational Therapy Corporation is to adopt a plan of conversion.

A Plan of Conversion is a comprehensive document that details the procedural roadmap for transitioning a California LLC into a California Professional Occupational Therapy Corporation. It highlights the terms and conditions of the conversion, including the legal name changes, the transformation of membership interests into shares, the proposed operational structure post-conversion, and the required filings with the California Secretary of State and other relevant entities.

Draft and File Articles of Incorporation Conversion for Converting a California LLC into a California Professional Occupational Therapy Corporation

After drafting the Plan of Conversion, the next step is to draft and file the Articles of Incorporation Conversion. This document marks the legal transition of the LLC into a California Professional Occupational Therapy Corporation. It must be drafted in accordance with the provisions of the Moscone-Knox Professional Corporation Act, and include details about the converted business entity, such as the new name, the number of shares being authorized, and a statement that the entity is a professional corporation for the practice of occupational therapy.

Draft Moscone-Knox Professional Corporation Act Compliant Bylaws for Converting a California LLC into a California Professional Occupational Therapy Corporation

Bylaws are a crucial legal document that outlines the operational rules and procedures of the corporation. Not only do they provide guidance on how the business entity is to be managed and governed, but they also lay the foundation for dispute resolution and decision-making processes.

It is a legal requirement for every California Professional Occupational Therapy Corporation to adopt bylaws compliant with both the California Corporations Code (especially the Moscone-Knox Professional Corporation Act!), the California Business and Professions Code, and the Occupational Therapy Practice Act, respectively.

Completing All Other Requirements for the Formation of a California Professional Occupational Therapy Corporation

After the compliant Articles of Incorporation Conversion have been drafted and filed and Bylaws have been drafted and adopted by the newly converted California Professional Occupational Therapy Corporation, there are additional steps to be taken to fully establish a California Occupational Therapy Corporation.

The California Occupational Therapy Corporation must hold an initial meeting of its board of directors, must issue shares to its shareholder(s), and must file a Statement of Information with the Secretary of State within 90 days of filing the Articles of Incorporation Conversion.

Additionally, following the conversion of a California LLC into a California Occupational Therapy Corporation, the new California Occupational Therapy Corporation is required to file a notice in accordance with the California Corporations Code Section 25103(h) with the California Department of Financial Protection & Innovation to maintain compliance with California securities laws.

There are other steps not mentioned here that are applicable to all California Occupational Therapy Corporations, but these are too numerous to mention here.

Let San Diego Corporate Law Get Your California Professional Occupational Therapy Corporation Done for You

Regardless of the path chosen, it is highly advisable to seek the advice and counsel of a corporate attorney experienced with converting a California LLC into a Occupational Therapy Corporation in California to professionally navigate the process and ensure compliance with all California laws and regulations pertaining to the practice of occupational therapy and the formation of a California Occupational Therapy Corporation.

At San Diego Corporate Law, our team of experienced attorneys is well-versed in navigating the complexities of both dissolving a California LLC and forming a California Professional Occupational Therapy Corporation. Given the significant legal implications involved, it is crucial to have expert legal guidance.

We urge you to get in touch with us right away to schedule a consultation with our corporate and healthcare attorneys if you are currently practicing occupational therapy as a California LLC or otherwise need assistance with the formation of a California Professional Occupational Therapy Corporation. We will ensure your transition to a compliant business structure is handled meticulously, safeguarding your rights and interests. Don’t delay—contact us now to schedule a consultation and start the process of securing the future of your occupational therapy practice and protecting your occupational therapy license today.