In California, establishing a California Professional Dental Corporation is the only limited liability option organized by filing with the California Secretary of State that separates professional liability from personal assets for licensed dentists providing dental services in California.

In a separate article titled “What Tax Benefits Does a California Professional Dental Corporation Provide?” the tax benefits of a California Professional Dental Corporation will be discussed (limiting self-employment taxes and income tax but paying a minimum annual tax to the California Franchise Tax Board), but this article will focus solely on liability protection and asset protection for California licensed dentists rendering dental services in California.

The goal of this article is to equip licensed dentists with the information needed to make informed decisions. It is crucial to ensure that the chosen business entity aligns with the business goals of the licensed dentist while adhering to California law, including the California Corporations Code, the Moscone-Knox Professional Corporations Act, the California Business and Professions Code, and other relevant regulations, as well as the rules of government agencies overseeing the practice of dentistry, such as the Dental Board of California.

Executive Summary: Putting the Conclusion First for Busy Dentists

A licensed dentist should form a California Professional Dental Corporation if they are concerned about liability protection or the separation of personal and business assets.

Licensed dentists should establish California Professional Dental Corporations for liability protection and to separate their personal assets from the debts, liabilities, obligations, and legal judgments against their professional practice even if only liability protection and separation of assets is sought by the licensed dentist, regardless of potential tax benefits or increased operation costs.

For most licensed dentists in most dental practices, the experienced corporate attorneys at San Diego Corporate Law recommend the use of a California Professional Corporation for the limited liability protections and tax benefits a California Professional Dental Corporation provides.

It is worth noting that LLCs and PLLCs are not permitted for use with dental practices in California.

Choosing the right business structure for your dental practice can be a complex task. For tailored advice that considers your specific circumstances, schedule a consultation with the experienced attorneys at San Diego Corporate Law. Our team is committed to assisting licensed dentists in determining whether a California Professional Dental Corporation or another business structure best suits their needs, maximizing tax benefits while minimizing liability risks. Schedule a consultation today to ensure your dental practice is structured for success.

Liability Protection Overview for Licensed Dentists

Licensed dentists often choose to practice dentistry in a California Professional Dental Corporation to limit personal liability and separate their personal assets from the debts, liabilities, obligations, and legal judgments which arise from their dental practice.

Liability Protection for Dentists Generally

Unlike sole proprietorships or partnerships, California Professional Dental Corporations offer a liability protection and personal asset protection by separating the personal assets of the licensed dentist shareholder from the business debts, liabilities, obligations, and legal judgments against the California Professional Dental Corporation.

Liability Protection for Dentist Employers

Limited liability protection is vital for licensed dentists who employ other licensed individuals as employees or independent contractors to render professional services, especially when there is a significant risk of malpractice claims. By forming a California Professional Dental Corporation, dentists can safeguard their personal assets and future earnings while adhering to state regulatory requirements and complying with agencies which govern rendering professional services in California, such as the Dental Board of California.

When Does the Liability Protection Provided by a California Professional Dental Corporation Makes Sense for a Licensed Dentist?

Most licensed dentists would benefit from practicing with a California Professional Dental Corporation in California, with the exceptions being very low revenue dental practices without employees that do not accept insurance and with no plans for future growth of the dental practice.

Liability Protection Details for Licensed Dentists

Licensed dentists often opt to practice dentistry as a California Professional Dental Corporation to shield themselves from personal liability and to keep their personal assets separate and protected from business debts, liabilities, obligations, and legal judgments related to their dental practice. It is essential for licensed dentists to understand the liability protection differences between sole proprietorships and general partnerships compared to those offered by a California Professional Dental Corporation when deciding on the ideal business structure for their dental practice.

General Liability

Licensed dentists selecting a business structure for their dental practice should understand the distinctions in general liability protection between sole proprietorships and general partnerships compared to California Professional Dental Corporations.

In this section, “general liability” refers to liabilities arising from contracts with vendors, claims of bodily injury, property damage, and other liabilities not related to employment relationships, malpractice, or professional errors and omissions.

For instance, consider scenarios such as a long-term lease of office space or specialized equipment, a bodily injury resulting from a visitor slipping and falling in the office of a licensed dentist, property damage to leased premises or neighboring properties due to the dental practice, or claims of libel, slander, and other reputational harm stemming from professional advertising.

General Liability for Sole Proprietors and General Partnerships

Sole proprietors and general partners practicing dentistry encounter substantial liability risks due to the absence of a distinction between personal and business assets. In a sole proprietorship, the dentist owner is personally liable for all business debts, liabilities, obligations, and legal judgments related to general liability claims against the dental practice.

Similarly, in general partnerships, all general partners share joint and several liability. Each individual general partner is personally responsible for all business debts, liabilities, obligations, and legal judgments arising from general liability against the partnership. This means that each licensed dentist acting as a general partner for a California dental practice operating as a general partnership is personally liable for all liabilities of the dental practice.

If a visitor is injured on the premises or if the dental practice causes damage to property of a third-party, the personal assets of a California dentist sole proprietor or each dentist general partner in a general partnership bear unlimited liability for these claims. This unlimited personal liability imposes a significant burden on a California dentist sole proprietor or individual dentist general partners of a general partnership, especially if the dental practice lacks sufficient insurance or fails to effectively manage risks. It is essential for dentist sole proprietors and dentist general partners to be aware of these risks and consider protective measures, such as comprehensive insurance policies or restructuring the dental practice to limit personal liability exposure.

General Liability for California Professional Dental Corporations

A California Professional Dental Corporation offers significant protection against personal liability for licensed dentists. Unlike dentist sole proprietors and dentist general partners of a general partnership, who face unlimited personal liability for business debts, liabilities, obligations, and legal judgments, licensed dentist shareholders of a California Professional Dental Corporation generally enjoy protection from such business liabilities. This protection means the personal assets of licensed dentist shareholders, such as homes and personal bank accounts, are typically shielded from claims related to the debts, liabilities, obligations, and legal judgments of the California Professional Dental Corporation. As a distinct legal entity, the California Professional Dental Corporation is accountable for its own debts, liabilities, obligations, and legal judgments, thereby insulating the personal financial exposure of its licensed dentist shareholders.

It is important to recognize that the liability protection offered by a California Professional Dental Corporation has its limitations. Licensed dentist shareholders may still be personally liable for their own negligent or wrongful actions. Additionally, this protection does not cover liabilities backed by the personal guarantee of the licensed dentist shareholder. To ensure limited liability protection for its licensed dentist shareholders, the California Professional Dental Corporation must be operated diligently and in compliance with California laws and regulations.

Despite the limitations mentioned above, the general liability protections afforded to licensed dentist shareholders of California Professional Dental Corporations are significant. These protections enable licensed dentists to manage their dental practices confidently with the maximum liability protection available under applicable law.

General Liability Conclusion

Some general liabilities for a California dental practice, whether it is structured as a sole proprietorship, general partnership, or California Professional Dental Corporation, are insurable risks. However, if an incident occurs that is not covered by insurance, if the insurer denies coverage, or if the liability exceeds the insurance limits, the limited liability features of a California Professional Dental Corporation may protect a licensed dentist shareholder whereas a California dentist sole proprietor or dentist general partner of a general partnership would be personally liable for the same claim. The limited liability of a California Professional Dental Corporation offers protection compared to the unlimited personal liability faced by a California dentist sole proprietor or dentist general partner.

Employment Liability

Licensed professionals choosing a business structure for their practice should understand the differences in employment liability protection among sole proprietorships, general partnerships, and California Professional Dental Corporations.

In this section, the term “employment liability” refers to both the responsibility owed to employees and independent contractors and the vicarious liability to third parties arising from the actions or inactions of employees and independent contractors.

Employment liability to employees encompasses issues such as wage and hour law, sexual harassment, hostile work environment claims, privacy and information privacy claims, discrimination, wrongful termination, and a host of other potential liabilities. In contrast, vicarious liability to third parties might involve a business being held accountable for an injury to a third party arising from an auto accident caused by an employee during company time or some similar claim.

Employment Liability for Sole Proprietors and General Partnerships

Much like general liability issues, dentist sole proprietors and dentist general partners of general partnerships are significantly exposed to liability due to the absence of a clear divide between personal and business assets. In a California dental sole proprietorship, the licensed dentist owner bears full responsibility and unlimited liability for employment-related claims made by employees or independent contractors, as well as for third-party claims concerning employee or independent contractor actions or inactions for which the dentist practice is vicariously liable.

In general partnerships, dentist general partners share joint and several liability. Each dentist general partner has unlimited personal liability for all employee-related claims against the dental practice and for all third-party claims of vicarious liability resulting from employee or independent contractor actions or inactions.

If an employee or independent contractor files a claim for a meal break violation, wrongful termination, or other common workplace issues, the personal assets of a California dentist sole proprietor or each dentist general partner in a general partnership is subject to unlimited liability. Similarly, if an employee or independent contractor assaults or injures a third party, or damages third-party property, the dentist sole proprietor or each dentist general partner faces unlimited liability for these claims under the legal principle of vicarious liability.

Unlimited personal liability places a heavy burden on dentist sole proprietors and individual dentist general partners of general partnerships, particularly when the dental practice is underinsured or poorly manages risks. It is crucial for dentist sole proprietors and individual dentist general partners to recognize these risks and explore protective measures. Options such as employment practices liability insurance can guard against employee claims, while comprehensive general liability insurance addresses vicarious liability from employee and independent contractor actions or inactions. Alternatively, restructuring the dental practice can help mitigate personal liability exposure.

Employment Liability for California Professional Dental Corporations

A California Professional Dental Corporation provides significant protection against personal liability for licensed dentist shareholders, shielding them from employee-related claims. Unlike dentist sole proprietors and dentist general partners of general partnerships, who face unlimited personal liability for employee and independent contractor claims and incidents caused by employees and independent contractors, licensed dentist shareholders in a California Professional Dental Corporation typically enjoy protection from both types of employment liability.

The liability protection provided by a California Professional Dental Corporation ensures that the personal assets of licensed dentist shareholders, such as their homes and bank accounts, are generally shielded from claims arising from employment liability related to the dental practice. As a separate legal entity, the California Professional Dental Corporation assumes responsibility for employee and independent contractor claims and third-party claims based on employee and independent contractor actions or inactions under the legal theory of vicarious liability, thereby significantly reducing the personal financial exposure of licensed dentist shareholders of a California Professional Dental Corporation.

It is important to recognize that a California Professional Dental Corporation holds liability for employee and independent contractor claims as well as third-party claims due to vicarious liability for the actions or inactions of employees and independent contractors. Although this is preferable to unlimited personal liability for licensed dentists, such liability can still significantly impact a California dental practice, even as it protects the assets of the licensed dentist shareholders.

Similar to general liability, a California Professional Dental Corporation must operate diligently and comply with California laws and regulations to ensure its licensed dentist shareholders receive limited liability protection. This protection extends to both employee claims and third-party vicarious liability claims.

Despite the previously mentioned limitations, licensed dentist shareholders enjoy significant employment liability protections with California Professional Dental Corporations, and the safeguards provided allow them to conduct their practices with confidence with the maximum liability protection available under applicable law.

Employment Liability Conclusion

Employment practices liability insurance can cover many, but not all, liabilities related to employee and independent contractor liabilities. Similarly, many general liabilities are insurable risks for a California practice whose employees may expose it to third-party claims under vicarious liability. Whether operating as a sole proprietorship, general partnership, or California Professional Dental Corporation, having comprehensive insurance is crucial. However, if an incident is not covered by insurance, if a claim is denied by an insurer, or if liability exceeds the limits of insurance coverage, the limited liability status of a California Professional Dental Corporation can protect a licensed dentist shareholder from personal liability. This stands in contrast to a California dentist sole proprietor or dentist general partner of a general partnership who would face unlimited personal liability for the same claim.

Malpractice Liability

Licensed dentists selecting a business structure for their dental practice should understand the differences in malpractice and errors and omissions liability protection offered by sole proprietorships, general partnerships, and California Professional Dental Corporations.

In this section, “malpractice” is defined as the professional errors and omissions that occur when an individual dentist fails to meet the accepted standards of dental practice, resulting in harm or damage. Malpractice liability pertains to the legal accountability dentists may incur for not adhering to these standards, which can lead to claims and lawsuits.

For dentists selecting a business entity in which to practice dentistry in California, understanding the assignment of malpractice liability is vital. In a California dental practice, the consequences of malpractice can be significant. This section explores the intricacies of malpractice liability, focusing on the risks associated with professional errors and omissions, and examines the liability of dental practice owners in sole proprietorships, general partnerships, and California Professional Dental Corporations.

Malpractice Liability for Sole Proprietors and General Partnerships

California dentist sole proprietors and dentist general partners of general partnerships bear unlimited liability for their own malpractice, errors, and omissions. Consequently, these dentists are personally liable for any malpractice claims filed against them by their patients.

In a general partnership, each of the dentist general partners not only bear unlimited liability for the malpractice and errors and omissions claims against them personally, but they also have unlimited liability for the malpractice and errors and omissions of all other dentist general partners in the general partnership, giving each dentist general partner unlimited personal liability for the malpractice and errors and omissions of each other dentist general partner.

Furthermore, as previously mentioned regarding vicarious liability for employees and independent contractors, dentist sole proprietors and dentist general partners of general partnerships bear unlimited liability for malpractice claims of the professional employees and professional independent contractors who practice for the sole proprietorship or general partnership. This liability stems from the alleged malpractice or errors and omissions of their professional employees under the legal theory of vicarious liability.

The unlimited personal liability associated with malpractice claims for all other professional general partners, employees, and independent contractors makes sole proprietorships and general partnerships less appealing for dental practices because these business entities expose the personal assets of dentist owners to unlimited liability for the alleged malpractice of other professionals.

Malpractice Liability for California Professional Dental Corporations

Similar to dentist sole proprietors and dentist general partners in a general partnership, licensed dentist shareholders of a California Professional Dental Corporation face unlimited liability for their own malpractice and professional errors and omissions. This means that licensed dentist shareholders remain personally liable for their own acts of malpractice and errors and omissions due to their own negligence.

However, licensed dentist shareholders of a California Professional Dental Corporation do enjoy protection from liability related to malpractice and errors and omissions allegedly made by employees, independent contractors, and other professional shareholders. A California Professional Dental Corporations function as a legal entity separate and apart from its shareholders, safeguarding individual shareholders and their personal assets from malpractice liability, except for their own acts of malpractice and their own errors and omissions. In essence, while licensed dentist shareholders of a California Professional Corporation are accountable for their own professional negligence, they are not held personally liable for the malpractice or errors and omissions of employees, independent contractors, or fellow dentist shareholders within the California Professional Dental Corporation.

This protection exists because the California Professional Dental Corporation, not the individual licensed dentist shareholder, is considered the employer of any employee, independent contractor, or other professional shareholder accused of malpractice. As a result, vicarious liability for malpractice falls on the California Professional Dental Corporation rather than the individual dentist shareholder. Consequently, while the professional alleged to have committed malpractice or an error or omission and a California Professional Dental Corporation may face lawsuits for malpractice claims due to the actions of employees, independent contractors, or other professional shareholders, the personal assets of licensed dentist shareholders not alleged to have personally committed an act of malpractice or an error or omission are typically protected.

As with general liability and employment liability, the limited liability framework for malpractice and errors and omissions relies upon the diligent operation of the California Professional Dental Corporation in compliance with California laws and regulations.

Malpractice Liability Conclusion

Licensed dentists, regardless of their chosen business structure, are personally liable for their own acts of malpractice and their own errors and omissions. However, operating as a sole proprietorship or general partnership in California exposes licensed dentists to unlimited liability for malpractice and errors and omissions committed by employees, independent contractors, and professional co-owners. In contrast, forming a California Professional Dental Corporation provides protection from personal liability for professional negligence committed by employees, independent contractors, or fellow professional shareholders. While malpractice insurance can cover errors and omissions, its limitations and the possibility of claim denial make malpractice liability a significant concern for licensed dentists and California Dental Corporations provide the maximum legal protection available under applicable law.

Conclusions About Liability Protections

Choosing the right business entity for a California dental practice requires careful consideration and consultation with legal experts, such as the experienced corporate attorneys at San Diego Corporate Law. It is crucial to have adequate insurance coverage, including general liability insurance, employment practices liability insurance, and malpractice liability insurance, to protect against claims regardless of the chosen professional business entity. However, insurance is limited in coverage and coverage amounts, and insurers deny claims when possible, so understanding professional liability and selecting an appropriate business structure, such as a California Professional Dental Corporation, can offer further peace of mind for dentists and safeguard both their personal and professional assets in ways even the best insurance policies cannot.

Establishing a Business Structure for Future Liabilities

Establishing a business structure conducive to anticipated growth involves selecting a formation that not only accommodates current operations but also facilitates future expansion.

For licensed dentists foreseeing growth of their professional practice, choosing to start as a California Professional Dental Corporation is advantageous because it allows these dentists to establish their practice once, avoiding the establishment of a practice as a sole proprietorship or general partnership for a year or two before facing the need to establish the dental practice a second time when liability protection and separating personal assets from professional debts, liabilities, obligations, and legal judgments related to the professional practice become a concern.

Finally, for dentists who accept dental insurance, work with a regional center, or otherwise engage with third-party payor panels, the insurance paneling process will need to be repeated for a licensed dentist first establishing a sole proprietorship or general partnership and later incorporating to take advantage of the liability protections of a California Professional Dental Corporation.

If within the means of such a licensed dentist, the recommendation is to start with a California Dental Corporation formed as a part of starting the dental practice.

A Quick Note on LLCs and PLLCs

A licensed dentist may not use a foreign or California limited liability company (LLC), nor may a foreign professional limited liability company (PLLC) be used to practice dentistry in California. Pursuant to California Corporations Code Section 17701.04(e):

“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.”

This comes as a surprise to many licensed dentists, as professional limited liability companies (PLLCs) are commonly used to render professional services in other states.