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

Spoiler Alert: A Physician Assistant Cannot Practice Using Any LLC in California

If you are already practicing as a physician assistant 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 physician assistant practice.

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

Use of a California LLC to Render Professional Physician Assistant Services in California

Neither a foreign nor a California limited liability company (LLC) may be used to render professional physician assistant services in California. This comes as a surprise to many licensed physician assistants, as Physician Assistant Professional Limited Liability Companies are commonly used to render professional physician assistant 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 physician assistants 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 physician assistants may not use or form limited liability companies for the provision of professional physician assistant services in California.

Use of a California PLLC to Render Professional Physician Assistant 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 physician assistant services, because nothing in the California Corporations Code differentiates the idea of a California Physician Assistant PLLC from the California LLC, there is nothing in California law regarding LLC formation for the provision of professional physician assistant services, and nothing establishes a California Physician Assistant PLLC as a business entity that may be formed under California law.

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

Use of a Foreign Physician Assistant PLLC to Render Professional Physician Assistant Services in California

Based upon California Corporations Code Section 17701.04(e), which prohibits the use of a foreign or California LLC by licensed physician assistants to render professional physician assistant 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 physician assistants to render professional physician assistant services in California.

Professional practices that are structured as Physician Assistant PLLCs in other states need to exercise extreme caution when offering professional physician assistant services in California. The prohibition set forth in California Corporations Code Section 17701.04(e) means that out-of-state physician assistant practices operating as Physician Assistant PLLCs in their home state may encounter legal restrictions if they wish to offer their professional physician assistant services in California. Therefore, the licensed physician assistants practicing under these Physician Assistant PLLCs in their home states must not use their Physician Assistant PLLCs when rendering professional physician assistant 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 Physician Assistant Corporation, as will be discussed below.

What Business Structure Options Do Physician Assistants Have in California?

As California does not allow the use of California LLCs, foreign LLCs, or foreign Physician Assistant PLLCs (and there is no such thing as a California PLLC!) for the provision of professional physician assistant services in the State of California, California licensed physician assistants seeking to practice as a physician assistant 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 physician assistant services to be offered and the regulations governing those physician assistant services. In the following subsections, we will introduce the various business entities that are permitted to render professional physician assistant services in California, including Sole Proprietorships, General Partnerships, and Professional Physician Assistant Corporations, each of which comes with its own set of advantages and limitations.

A California Licensed Physician Assistant May Practice as a Sole Proprietorship in California

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

Liability Protection for Licensed Physician Assistant Sole Proprietors in California

Sole Proprietorships do not provide their owners with liability protection in California. In this type of business structure, the licensed physician assistant is personally responsible for all business debts, liabilities, obligations, and all legal judgments against the physician assistant practice. This means that if the physician assistant practice incurs a debt or is sued, the personal assets of the licensed physician assistant, 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 physician assistant practice as a Sole Proprietorship and is a critical factor that a licensed physician assistant should consider when deciding on the most appropriate business structure for their physician assistant practice in California.

Taxation of Licensed Physician Assistant Sole Proprietors in California

In California, Physician Assistant 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 physician assistant. The licensed physician assistant 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 physician assistant and taxed at individual income tax rates.

In addition to income taxes, a licensed physician assistant 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 physician assistant practicing as a Sole Proprietorship.

When Should a California Licensed Physician Assistant Practice as a Sole Proprietorship in California?

A California licensed physician assistant should only consider practicing as a Sole Proprietorship in California when they are starting their physician assistant 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 physician assistant practice.

However, as the physician assistant practice grows, the licensed physician assistant should reconsider the use of a Sole Proprietorship for their physician assistant 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 physician assistant to explore other business structures that offer tax benefits and liability protection.

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

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

Liability Protection for Physician Assistant General Partners in a California General Partnership

General Partnerships in California do not provide physician assistant partners with liability protection. This means each physician assistant partner has joint and several personal liability for all business debts, liabilities, obligations, and all legal judgments against the physician assistant practice, including those incurred by other physician assistant partners which includes acts of malpractice by the other physician assistant partners. If the California General Partnership providing professional physician assistant services is sued or incurs debt, the personal assets of each physician assistant 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 physician assistant services and something California licensed physician assistants should seriously factor into their decision when considering a California General Partnership for their physician assistant practice in California.

Taxation of General Partnership Physician Assistant Practices in California

In California, physician assistant 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 physician assistant partner passes through to their personal income tax return. The individual physician assistant 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 physician assistant 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 physician assistant partner and passed through to their personal tax returns.

When Should California Licensed Physician Assistants 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 physician assistants practicing physician assistant 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 physician assistant practices.

One or More California Licensed Physician Assistants May Practice as a Physician Assistant as a California Professional Physician Assistant Corporation in California

California Professional Physician Assistant Corporations are a specialized form of corporate business structure designed specifically for licensed physician assistants who seek personal liability protection and tax benefits for their physician assistant practice. A California Professional Physician Assistant Corporation is a separate legal entity distinct from its licensed physician assistants owner(s) and permitted non-physician assistant owner(s) who are licensed professionals such as licensed physicians, licensed registered nurses, licensed naturopathic doctors, referred to collectively as licensed shareholders, which distinguishes it from a California Sole Proprietorship (which is an individual licensed physician assistant personally practicing as a physician assistant) or a California General Partnership (which is a group of licensed physician assistants practicing as physician assistants together).

Liability Protection from a Professional Physician Assistant Corporation in California

In a California Professional Physician Assistant Corporation, the personal assets of the licensed shareholders are generally protected from business debts, liabilities, obligations, and legal judgments against the California Professional Physician Assistant Corporation. This means that in most instances, if the California Professional Physician Assistant Corporation is sued or incurs debt, the personal assets of the licensed physician assistant 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 physician assistant. The personal asset protection applies only to debts and obligations incurred by the California Professional Physician Assistant Corporation, not to the individual actions of a licensed physician assistant. However, when two or more licensed physician assistants are practicing as physician assistants in a California Professional Physician Assistant Corporation, a malpractice claim against one licensed physician assistant is not a malpractice claim against all the other licensed physician assistants 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 Physician Assistant Corporation provides liability protection, it does not eliminate the requirement for individual professionals to maintain adequate malpractice insurance coverage or for the California Physician Assistant Corporation to otherwise secure liability insurance for indemnification of its liabilities.

Taxation of Professional Physician Assistant Corporations in California

Professional Physician Assistant 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 Physician Assistant Corporations elect S Corporation taxation, this article will focus on S Corporation taxation of California Physician Assistant Corporations.

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

To qualify for S Corporation status, the California Professional Physician Assistant 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 Physician Assistant 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 Physician Assistant Corporation taxed as an S Corporation are also required to pay state income tax on their allocated share of the income of the Professional Physician Assistants Corporation.

When Should California Licensed Physician Assistants Practice Using a Professional Physician Assistant Corporation in California?

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

If the licensed physician assistant 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 Physician Assistant Corporation.

Based upon the availability of both limited liability and tax benefits for the licensed physician assistant, the California Physician Assistant Professional Corporation should be the go-to business entity for California licensed physician assistants.

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 physician assistant practice in California is a critical step for every California licensed physician assistant. It can significantly influence your tax obligations, personal liability, and the overall success of your physician assistant 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 forming professional corporations for physician assistant practices. Whether you are considering a California Professional Physician Assistant Corporation or other structure for your physician assistant practice, we can provide the guidance necessary to make an informed decision. Contact us today to schedule a consultation and ensure your physician assistant practice starts in California on solid legal footing.