In California, forming a California Professional Nursing Corporation is a popular choice for registered nurses or nurse practitioners rendering professional services. However, this legal structure is not suitable for every nursing practice. Understanding the limitations and disadvantages of practicing nursing in a California Professional Nursing Corporation is crucial before incorporation.

Liability Protection in California Professional Nursing Corporations

One of the key reasons registered nurses or nurse practitioners practice nursing in a California Professional Nursing Corporation is to limit personal liability. Unlike business entities such as sole proprietorships or partnerships, California Professional Nursing Corporations provide a layer of protection by separating personal assets of the registered nurse or nurse practitioner from the business debts, liabilities, obligations, and legal judgments against the California Professional Nursing Corporation.

This limited liability protection is particularly important for registered nurses or nurse practitioners who employ other licensed professionals as employees or independent contractors to render professional services where the risk of malpractice claims from the practice of these other licensed professionals is significant. By operating as a California Professional Nursing Corporation, registered nurses or nurse practitioners can protect their personal assets and future earnings while still complying with state regulatory requirements and governmental agency regulating the rendering of professional services in California.

Tax Benefits for Professional Services in a California Professional Nursing Corporation Taxed as an S-Corp

When choosing the optimal business structure for rendering professional services, understanding the tax implications is vital. A California Professional Nursing Corporation electing S Corporation status can offer significant tax advantages, particularly regarding self-employment and payroll taxes.

By default, self-employed registered nurses or nurse practitioners are responsible for paying the entirety of Social Security and Medicare taxes, equal to 15.3% of net profit up to the statutory cap (at the time of this writing in 2024, this cap is $168,600), 2.9% of net profit on all net profit, and an additional Medicare tax of 0.9% in addition to the 2.9% for single taxpayers earning $200,000 or more and $250,000 for married taxpayers who file taxes jointly.

However, a California Professional Nursing Corporation taxed as an S-Corp can be used to reduce the burden of self-employment taxes. This is achieved by paying a fair market salary to the registered nurse or nurse practitioner shareholder(s), which is subject to payroll taxes equal to 15.3% of the salary paid up to the statutory cap (at the time of this writing in 2024, this cap is $168,600) and 2.9% for wages in excess of the statutory cap, while distributing remaining profits in the form of shareholder distributions which are not subject to payroll tax or self-employment tax. This method can lead to substantial tax savings for registered nurses or nurse practitioners.

When Do the California Professional Corporation Benefits Not Make Sense for a Registered Nurse or Nurse Practitioner?

While most registered nurses or nurse practitioners will benefit from practicing with a California Professional Nursing Corporation in California, this business entity is not the best choice for every registered nurse or nurse practitioner or every nursing practice.

This article explores scenarios where establishing a California Professional Nursing Corporation might not be beneficial for a registered nurse or nurse practitioner. Concerns related to self-employment taxation, personal income tax, personal liability protection, and other ownership issues are addressed to allow registered nurses or nurse practitioners to make informed decisions, ensuring that the separate legal entity chosen aligns with their business objectives and complies with California law, such as the California Corporations Code, the California Business and Professions Code, and other laws and regulations together with the rules and regulations of governmental agencies regulating the professional practice, such as the California Board of Registered Nursing.

If a registered nurse or nurse practitioner (i) is not concerned about liability protection or separation of personal and professional assets; and (ii) does not expect to realize a tax benefit in the next few years of practice, then that professional may wish to forego the formation of a California Professional Nursing Corporation. However, some registered nurses or nurse practitioners form California Professional Nursing Corporations solely for liability protection, and many registered nurses or nurse practitioners form California Professional Nursing Corporations solely for tax benefits. If either liability protection or tax benefits favor the formation of a California Professional Nursing Corporation, then the California Professional Nursing Corporation should be used by the registered nurse or nurse practitioner.

Executive Summary: Putting the Conclusion First for Busy Registered Nurses or Nurse Practitioners

For most registered nurses or nurse practitioners in most nursing 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 Nursing Corporation provides.

However, if a registered nurse or nurse practitioner works alone, does not have employees, is comprehensively insured, and has a practice that earns less than $50,000 or $60,000 of net income per year without plans for the net income to grow over time, the additional administrative costs of operating a California nursing practice as a sole proprietorship may be appropriate for that registered nurse or nurse practitioner.

For registered nurses or nurse practitioners with employees and who earn less than $50,000 or $60,000 of net income per year without plans for the net income to grow over time, a California Professional Nursing Corporation is advisable to protect the registered nurse or nurse practitioner shareholder from liabilities arising from their employees, the vicarious liability arising from the actions or inactions of their employees, and the malpractice liability of their employees.

Regardless of liability concerns, a registered nurse or nurse practitioner earning in excess of $60,000 net income annually should strongly consider practicing in a California Professional Nursing Corporation, as the tax savings realized should pay the additional administrative costs of practicing in a California Professional Nursing Corporation.

Registered nurses or nurse practitioners starting a practice with plans to grow the practice over time should weigh the administrative burden of starting a practice as a sole proprietor or general partnership and within a few years having to establish the practice a second time as a California Professional Nursing Corporation as general liability, employment liability, and malpractice liability increases as net income grows above the $60,000 tax versus administrative cost threshold. A registered nurse or nurse practitioner whose nursing practice accepts insurance should also consider the administrative burden of a second round of insurance paneling if they choose to start as a sole proprietorship or general partnership and later establish a California Professional Nursing Corporation.

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

Contact San Diego Corporate Law for Expert Guidance

Navigating the complexities of choosing the right business structure for your nursing practice can be challenging. For personalized advice tailored to your unique circumstances, reach out to the experienced attorneys at San Diego Corporate Law. Our team is dedicated to helping registered nurses or nurse practitioners assess whether a California Professional Nursing Corporation or another business structure is the optimal choice for maximizing benefits and minimizing risks. Schedule a consultation today to ensure your nursing practice is structured for success.

When is Liability Protection Not a Concern for a Registered Nurse or Nurse Practitioner?

Registered nurses or nurse practitioners often choose to operate within a California Professional Nursing Corporation to limit their personal liability and separate their personal assets from business debts, liabilities, obligations, and legal judgments against their nursing practice. However, not all registered nurses or nurse practitioners share the same concerns with respect to liability protection. Understanding the differences in liability protection between sole proprietorships and general partnerships versus the liability protection provided by a California Professional Nursing Corporation is crucial for registered nurses or nurse practitioners deciding on the appropriate business structure for their nursing practice.

General Liability

For registered nurses or nurse practitioners choosing a business structure for their practice, it is important to understand the differences in general liability protection between sole proprietorships and general partnerships versus California Professional Nursing Corporations.

As used in this section, general liability means liability for contracts entered with vendors, claims of bodily injury, property damage, and other types of liability not arising from an employment relationship or professional errors and omissions.

For example, a long-term lease of office space or specialized equipment, a bodily injury that occurs as a result of a visitor slipping and falling in the office of a registered nurse or nurse practitioner, property damage to a leased space or neighboring property caused by the nursing practice, or claims of libel, slander, and other reputational harm arising from professional advertising.

General Liability for Sole Proprietors and General Partnerships

Sole proprietors and general partners face significant liability exposure, given the lack of separation between personal and business assets. In a sole proprietorship, the registered nurse or nurse practitioner owner is solely responsible for all business debts, liabilities, obligations, and legal judgments against the nursing practice for general liability claims.

Similarly, general partnerships involve joint and several liability among general partners. Each registered nurse or nurse practitioner general partner is personally liable for all business debts, liabilities, obligations, and legal judgments against the nursing practice arising from general liability.

This means that if a visitor is injured on the premises or if the nursing practice causes damage to the property of a third party, the personal assets of the registered nurse or nurse practitioner sole proprietor or each of the registered nurse or nurse practitioner general partners of a general partnership have unlimited liability for these claims. This unlimited personal liability places a considerable burden on a California registered nurse or nurse practitioner sole proprietor or individual partners if the nursing practice lacks sufficient insurance coverage or fails to manage risk effectively. It is crucial for registered nurse or nurse practitioner sole proprietors and general partners to recognize these risks and consider implementing protective measures like comprehensive insurance policies or restructuring the nursing practice to limit personal liability exposure.

General Liability for California Professional Nursing Corporations

A California Professional Nursing Corporation offers substantial protection against personal liability for registered nurses or nurse practitioners. Unlike sole proprietors and general partners, who have unlimited personal liability for business debts, liabilities, obligations, and legal judgments against the professional practice, registered nurse or nurse practitioner shareholders of a California Professional Nursing Corporation usually enjoy protection from general liability. This means that personal assets, such as homes and personal bank accounts of these registered nurse or nurse practitioner shareholders, are typically safeguarded against claims arising from the general liability of the nursing practice operated as a California Professional Nursing Corporation. The California Professional Nursing Corporation is recognized as a separate legal entity, responsible for its own debts, liabilities, obligations, and legal judgments against it, thus isolating the personal financial exposure of its registered nurse or nurse practitioner shareholders.

However, it is important to note that the liability protection provided by a California Professional Nursing Corporation has limitations. Registered nurse or nurse practitioner shareholders may still be personally liable for their own negligent or wrongful acts, and the liability protection does not extend to liabilities secured by the personal guaranty of the registered nurse or nurse practitioner shareholder, and the California Professional Nursing Corporation must be operated diligently and in compliance with California laws and regulations to ensure limited liability protection is extended to its registered nurse or nurse practitioner shareholders.

Regardless of the limitations outlined above, the general liability protections provided to registered nurse or nurse practitioner shareholders are substantial and allow registered nurses or nurse practitioners to operate their nursing practices with confidence.

General Liability Conclusion

Many, but not all, general liabilities are insurable risks for a California nursing practice, whether operated as a sole proprietorship, general partnership, or California Professional Nursing Corporation. However, should an incident arise which is not covered by general liability insurance coverage, if coverage of an incident is denied by an insurer, or if liability for an incident exceeds the insurance coverage, the limited liability status of a California Professional Nursing Corporation would protect a registered nurse or nurse practitioner as opposed to unlimited personal liability for a California registered nurse or nurse practitioner sole proprietor or a California registered nurse or nurse practitioner general partner.

Employment Liability

Registered nurses or nurse practitioners selecting a business structure for their practice should understand the distinctions in employment liability protection among sole proprietorships, general partnerships, and California Professional Nursing Corporations.

As used in this section, employment liability means both liability to employees as well as vicarious liability to third parties based upon the actions or inactions of employees.

For example, employment liability to employees involved wage and hour law, sexual harassment and hostile work environment claims, privacy and information privacy claims, discrimination, and wrongful termination, whereas vicarious liability to third parties would include a business being liable for an auto accident caused by an employee on company time.

Employment Liability for Sole Proprietors and General Partnerships

Similar to general liability concerns, registered nurse or nurse practitioner sole proprietors and registered nurse or nurse practitioner general partners face significant liability exposure given the lack of separation between personal and business assets. In a sole proprietorship, the registered nurse or nurse practitioner owner is solely responsible and has unlimited liability for employment related claims against the nursing practice by employees and unlimited liability for third party claims for employee actions or inactions wherein the nursing practice is vicariously liable for the behavior of its employee.

Similarly, general partnerships involve joint and several liability among registered nurse or nurse practitioner partners. Each registered nurse or nurse practitioner partner has unlimited personally liable for all claims against the nursing practice by employees based upon their employment and also unlimited personal liability for third party claims of vicarious liability against the nursing practice based upon employee behavior.

This means that if an employee brings a claim for a meal break violation or wrongful termination (or any other number of common employee claims), the personal assets of the registered nurse or nurse practitioner sole proprietor or each of the registered nurse or nurse practitioner general partners of a general partnership have unlimited liability for these claims. Similarly, if an employee assaults or injures a third party, or damages the property of a third party, registered nurse or nurse practitioner sole proprietors and registered nurse or nurse practitioner general partners have unlimited liability for the third-party claim under the legal theory of vicarious liability.

Unlimited personal liability imposes a significant burden on registered nurse or nurse practitioner sole proprietors or individual registered nurse or nurse practitioner partners, especially if the nursing practice is inadequately insured or fails to manage risks effectively. It is essential for registered nurse or nurse practitioner sole proprietors and registered nurse or nurse practitioner general partners to acknowledge these risks and consider protective measures, such as employment practices liability insurance to protect against employee claims, comprehensive general liability insurance for vicarious liability claims, and/or restructuring the business to mitigate personal liability exposure.

Employment Liability for California Professional Nursing Corporations

A California Professional Nursing Corporation offers substantial protection against personal liability for registered nurse or nurse practitioner shareholders both from employees and because of employees. Unlike registered nurse or nurse practitioner sole proprietors and registered nurse or nurse practitioner general partners, who have unlimited personal liability for claims from employees and vicarious liability claims for incidents caused by employees, registered nurse or nurse practitioner shareholders of a California Professional Nursing Corporation usually enjoy protection from both forms of employment liability. This means that personal assets, such as homes and personal bank accounts of these registered nurse or nurse practitioner shareholders, are typically safeguarded against claims arising from employment liability of the professional practice operated as a California Professional Nursing Corporation. The California Professional Nursing Corporation is recognized as a separate legal entity, responsible for the claims of employees and claims of third parties based upon employee behavior under the legal theory of vicarious liability, thus isolating the personal financial exposure of its registered nurse or nurse practitioner shareholders.

It is important to note that the California Professional Corporation is liable for employee claims and third-party claims based upon vicarious liability. While this is preferred to unlimited personal liability, such liability may be devastating to a professional practice even while shielding the assets of the licensed professional shareholders.

As with general liability, a California Professional Nursing Corporation must be operated diligently and in compliance with California laws and regulations to ensure limited liability protection is extended to its registered nurse or nurse practitioner shareholders for both employee claims and vicarious liability claims from third parties.

Despite the aforementioned limitations, the employment liability protections for registered nurse or nurse practitioner shareholders are substantial, enabling them to conduct their practices with confidence.

Employment Liability Conclusion

Many, but not all, liabilities to employees for employment practices may be insured with an employment practices liability insurance policy. Similarly, many, but not all, general liabilities are insurable risks for a California nursing practice whose employees expose it to claims from third parties arising from the legal theory of vicarious liability. Whether operated as a sole proprietorship, general partnership, or California Professional Nursing Corporation, comprehensive insurance coverage is important. However, should an incident arise which is not covered by employment practices liability insurance or general liability insurance coverage, if coverage of an incident is denied by an insurer, or if liability for an incident exceeds the insurance coverage, the limited liability status of a California Professional Nursing Corporation would protect a registered nurse or nurse practitioner as opposed to unlimited personal liability for a California registered nurse or nurse practitioner sole proprietor or a California registered nurse or nurse practitioner general partner.

Malpractice Liability

Malpractice can be defined as professional errors and omissions that occur when a professional fails to perform their duties to the accepted standards of practice, resulting in harm or damage. Malpractice liability refers to the legal responsibility professionals may face for failing to meet these standards, leading to potential claims and lawsuits.

Understanding how malpractice liability is assigned is crucial for registered nurses or nurse practitioners when choosing a California business entity for their nursing practice. In a California nursing practice, the repercussions of malpractice can be severe. This section will delve into the nuances of malpractice liability, examining the liability of nursing practice owners and their nursing practices from the risks associated with professional errors and omissions.

Malpractice Liability for Sole Proprietors and General Partnerships

Registered Nurse or Nurse Practitioner sole proprietors and registered nurse or nurse practitioner general partners have unlimited liability for their own acts of malpractice. This means that they are personally responsible for any malpractice claims brought against them by patients.

Registered Nurse or Nurse Practitioner general partners of general partnerships also have unlimited liability for malpractice claims alleged against the other registered nurse or nurse practitioner general partners of a general partnership because general partners have joint and several liability for all business debts, liabilities, obligations, and legal judgments against a California nursing practice operated as a general partnership.

In addition, and as previously discussed for vicarious liability, registered nurse or nurse practitioner sole proprietors and registered nurse or nurse practitioner general partners of general partnerships have unlimited liability for malpractice claims arising from the alleged errors and omissions of their professional employees under the legal theory of vicarious liability.

This unlimited personal liability for malpractice claims of registered nurse or nurse practitioner partners and employees makes registered nurse or nurse practitioner sole proprietorships and general partnerships less desirable business entities for nursing practices, as it exposes the personal assets of registered nurse or nurse practitioner owners to unlimited liability for the alleged malpractice of others.

Malpractice Liability for California Professional Nursing Corporations

Like registered nurse or nurse practitioner sole proprietors and registered nurse or nurse practitioner general partners of a general partnership, registered nurse or nurse practitioner shareholders of a California Professional Nursing Corporation have unlimited liability for their own acts of malpractice. This means that these registered nurse or nurse practitioner shareholders are personally responsible for any malpractice claims brought against them by patients based upon their own errors and omissions.

However, registered nurse or nurse practitioner shareholders of a California Professional Nursing Corporation are protected from liability claims arising from alleged acts of malpractice by employees or other professional shareholders. The structure of a California Professional Nursing Corporation allows it to act as a separate legal entity, thus insulating individual registered nurse or nurse practitioner shareholders and their personal assets from personal liability other than their own direct acts of malpractice. In legal terms, this configuration means that while registered nurse or nurse practitioner shareholders of a California Professional Nursing Corporation are responsible for their personal acts of professional negligence, they are not personally accountable for the professional negligence of the employees and other professional shareholders of their California Professional Nursing Corporation.

This protection exists because the California Professional Nursing Corporation and not the registered nurse or nurse practitioner shareholder is the employer of employee or other professional shareholder alleged to have committed an act of malpractice, thus vicarious liability for the malpractice is a liability of the California Professional Nursing Corporation rather than the registered nurse or nurse practitioner shareholder. Consequently, while the California Professional Nursing Corporation may be sued for malpractice claims related to employee or other professional shareholder errors and omissions, the personal assets of the registered nurse or nurse practitioner shareholders are generally safeguarded.

The limited liability framework relies upon the diligent operation of the California Professional Nursing Corporation in compliance with California laws and regulations.

Malpractice Liability Conclusion

Regardless of which business structure a registered nurse or nurse practitioner chooses, they always have personal liability for their own acts of malpractice. However, operating as a California registered nurse or nurse practitioner sole proprietorship or general partnership exposes the personal assets of registered nurse or nurse practitioner owners to unlimited liability for the alleged malpractice of employees and co-owners. In contrast, forming a California Professional Nursing Corporation offers protection from personal liability for acts of professional negligence committed by employees or other professional shareholders. While malpractice insurance is available to indemnify for errors and omissions, insurance coverage limits and the potential for a claim to be denied by a malpractice insurance coverage still make malpractice liability a concern for registered nurses or nurse practitioners.

Conclusions About Liability Protections

The decision on which business entity to choose for a California nursing practice should be made carefully and with consultation from a legal professional, such as the experienced corporate attorneys at San Diego Corporate Law. Adequate insurance coverage for general liability, employment practices liability, and malpractice liability is also essential to protect against claims regardless of which professional business entity is used for a California nursing practice. Ultimately, understanding liability and choosing the appropriate business structure can provide peace of mind and safeguard both personal and professional assets, however, registered nurses or nurse practitioners who are properly insured and both properly insured and actively mitigate risks may feel as though the limited liability protections provided by a California Professional Nursing Corporation are not a primary concern for their personal assets and nursing practice.

When Does a California Professional Nursing Corporation Not Provide a Tax Benefit for a Registered Nurse or Nurse Practitioner?

While the organizational structure of a California Professional Nursing Corporation can offer substantial liability protection for registered nurses or nurse practitioners, it is crucial to assess its implications from a tax perspective as well. Forming such a California Professional Nursing Corporation may not always result in favorable tax outcomes, and understanding when this applies can help registered nurses or nurse practitioners make informed decisions.

Factors influencing the tax benefits of a professional business entity include the net income of the professional practice prior to allocating funds to owners, other income earned by owners, and the overall tax strategy of the owners.

Certain tax scenarios may negate the advantages typically associated with the use of a California Professional Nursing Corporation, such as when nursing practice net income is relatively low or when other sources of income of an owner satisfy the FICA cap. In these cases, the tax benefits of passing income through to registered nurse or nurse practitioner shareholders may not outweigh the increased administrative costs, complexities in tax filing, and corporate compliance requirements of a California Professional Nursing Corporation.

California Professional Nursing Corporations are by default subject to double taxation at personal service corporation rates (sometimes referred to as professional service corporation rates), however, California Professional Nursing Corporations may also elect to be taxed as S Corporations. As S Corporation taxation is beneficial for most nursing practices, this article will focus on S Corporations and omit a discussion on professional C Corporation and double taxation matters.

This section evaluates these concerns for registered nurses or nurse practitioners, allowing them to determine whether forming a California Professional Nursing Corporation aligns with their financial goals and tax efficiency strategies.

FICA Tax Liability

The FICA tax is a mandatory payroll tax in the United States that funds Social Security. Both employees and employers share the responsibility of paying FICA taxes.

For employees, the FICA tax is deducted directly from wages or salaries, with rates set at 6.2% from the gross income of the employee. Employers are required to match these contributions by paying an additional 6.2% on behalf of the employee, bringing the overall contribution to 12.4% per employee.

For self-employed persons, including registered nurse or nurse practitioner sole proprietors and registered nurse or nurse practitioner general partners of general partnerships, the FICA tax is based not on wages or salaries, but is instead assessed as 12.4% of the net income of the business allocated to the self-employed person.

The FICA tax is levied only on income or net income up to a specific threshold, which is adjusted annually for inflation. At the time of this writing in 2024, the FICA cap is the first $168,600 earned.

FICA Tax Liability for Sole Proprietors and General Partners

As registered nurse or nurse practitioner sole proprietors and registered nurse or nurse practitioner general partners in general partnerships, these registered nurse or nurse practitioner owners bear the full burden of the FICA tax obligation on their entire net income up to the FICA cap. Unlike employees, who share the FICA tax responsibility with their employer, self-employed individuals are required to pay both the employer and employee portions of the tax, resulting in a total rate of 12.4% for FICA.

The following are some examples of FICA tax liability for a registered nurse or nurse practitioner with various net income:

$50,000 net income x 12.4% = $6,200 FICA tax liability

$150,000 net income x 12.4% = $18,600 FICA tax liability

$300,000 net income x 12.4% = $20,906 FICA tax liability (limited by $168,600 FICA cap for 2024)

FICA Tax Liability for California Professional Nursing Corporations Taxed as S Corporations

When a California Professional Nursing Corporation elects S Corporation status for taxation purposes, it alters how FICA tax liability is handled for its registered nurse or nurse practitioner shareholders. Unlike registered nurse or nurse practitioner sole proprietors or registered nurse or nurse practitioner general partners, who pay FICA taxes on their entire net income, California Professional Nursing Corporations taxed as S Corporations provide an opportunity to potentially reduce FICA tax liability by allocating a portion of business profits as distributions rather than wages. Registered nurse or nurse practitioner shareholders who are actively involved in the day-to-day operations of the California Professional Nursing Corporation must still receive reasonable compensation, which is subject to FICA taxes. This reasonable salary is subject to the 12.4% FICA tax up to the annual wage base limit, split into a 6.2% contribution from the wages of the registered nurse or nurse practitioner shareholder as an employee of the California Professional Nursing Corporation and a matching 6.2% paid by the California Professional Nursing Corporation.

Beyond the reasonable salary that registered nurse or nurse practitioner shareholders must draw, any additional profits may be paid to as distributions to the registered nurse or nurse practitioner shareholder not subject to FICA taxes. This distinction enables registered nurses or nurse practitioners within California Professional Nursing Corporations electing taxation as S Corporations to strategically structure their income to minimize FICA tax obligations, provided that Internal Revenue Service guidelines for determining reasonable compensation are strictly followed.

The following is an example of FICA tax liability for a registered nurse or nurse practitioner with a minimum fair market value salary as established in accordance with the Internal Revenue Service guidelines regardless of whether they also receive $100,000, $250,000, or some other amount in the form of a distribution through the shares of stock of the California Professional Nursing Corporation:

$50,000 salary x 12.4% = $6,200 FICA tax liability

This approach requires careful planning and documentation to withstand potential scrutiny by tax authorities, and failing to comply with reasonable compensation standards can result in reclassification of distributions as wages, thereby incurring additional FICA tax liabilities and penalties. However, a $50,000 salary is capable of being deemed a reasonable salary in accordance with Internal Revenue Service standards regardless of the total net income of the California Professional Nursing Corporation.

FICA Tax Liability Conclusion

Comparing FICA tax liability of registered nurse or nurse practitioner sole proprietors or registered nurse or nurse practitioner general partners, which is assessed against the total net income of the business, a California Professional Nursing Corporation electing S Corporation taxation may bifurcate its income into a salary paid to a registered nurse or nurse practitioner shareholder as an employee subject to the FICA tax and distribute the remainder through the shares of stock of the California Professional Nursing Corporation not subject to the FICA tax.

Based upon the examples above, a California Professional Nursing Corporation taxed as an S Corporation that pays a $50,000 fair market salary to a registered nurse or nurse practitioner shareholder as an employee could save that registered nurse or nurse practitioner shareholder up to $14,706 per year based on the 2024 FICA tax cap of $168,600 compared to a California registered nurse or nurse practitioner sole proprietorship or general partnership.

Medicare Tax Liability

The Medicare tax is another mandatory payroll tax in the United States that funds the federal Medicare insurance program. Both employees and employers share the responsibility of paying Medicare taxes.

For employees, the Medicare tax is deducted directly from wages or salaries, with rates set at 1.45% from the gross income of the employee. Employers are required to match these contributions by paying an additional 1.45% on behalf of the employee, bringing the overall contribution to 12.9% per employee.

For self-employed persons, including registered nurse or nurse practitioner sole proprietors and registered nurse or nurse practitioner general partners of general partnerships, the Medicare tax is based not on wages or salaries, but is instead assessed as 2.9% of the net income of the business allocated to the self-employed person.

Unlike the FICA tax that is levied only on income or net income up to a specific threshold, there is no cap on the amount of Medicare tax an employee, sole proprietor, or general partner may have to pay.

Medicare Tax Liability for Sole Proprietors and General Partners

As registered nurse or nurse practitioner sole proprietors and registered nurse or nurse practitioner general partners in general partnerships, individuals bear the full burden of the Medicare tax obligation on their entire net income. Unlike employees, who share the Medicare tax responsibility with their employer, self-employed individuals are required to pay both the employer and employee portions of the tax, resulting in a total rate of 2.9% for Medicare.

The following are some examples of Medicare tax liability for a registered nurse or nurse practitioner with various net income:

$50,000 net income x 2.9% = $1,450 Medicare tax liability

$150,000 net income x 2.9% = $4,350 Medicare tax liability

$300,000 net income x 2.9% = $8,700 Medicare tax liability

Medicare Tax Liability for California Professional Nursing Corporations Taxed as S Corporations

When a California Professional Nursing Corporation elects S Corporation status for taxation purposes, it alters how Medicare tax liability is handled for its registered nurse or nurse practitioner shareholders. Unlike registered nurse or nurse practitioner sole proprietors or registered nurse or nurse practitioner general partners, who pay Medicare taxes on their entire net income, California Professional Nursing Corporations taxed as S Corporations provide an opportunity to potentially reduce Medicare tax liability by allocating a portion of business profits as distributions rather than wages. Registered nurse or nurse practitioner shareholders who are actively involved in the day-to-day operations of the California Professional Nursing Corporation must still receive reasonable compensation, which is subject to Medicare taxes. Responsibility for the Medicare tax is split into a 1.45% contribution from the wages of the registered nurse or nurse practitioner shareholder as an employee of the California Professional Nursing Corporation and a matching 1.45% paid by the California Professional Nursing Corporation.

Beyond the reasonable salary that registered nurse or nurse practitioner shareholders must draw, any additional profits may be paid to as distributions to the registered nurse or nurse practitioner shareholder not subject to Medicare taxes. This distinction enables registered nurses or nurse practitioners within California Professional Nursing Corporations electing taxation as S Corporations to strategically structure their income to minimize Medicare tax obligations, provided that Internal Revenue Service guidelines for determining reasonable compensation are strictly followed.

The following is an example of Medicare tax liability for a registered nurse or nurse practitioner with a minimum fair market value salary as established in accordance with the Internal Revenue Service regardless of whether they also receive $100,000, $250,000, or some other amount in the form of a distribution through the shares of stock of the California Professional Nursing Corporation:

$50,000 salary x 2.9% = $1,450 Medicare tax liability

This approach requires careful planning and documentation to withstand potential scrutiny by tax authorities, and failing to comply with reasonable compensation standards can result in reclassification of distributions as wages, thereby incurring additional Medicare tax liabilities and penalties. However, a $50,000 salary is capable of being deemed a reasonable salary in accordance with Internal Revenue Service standards regardless of the total net income of the California Professional Nursing Corporation.

Medicare Tax Liability Conclusion

Comparing FICA tax liability of registered nurse or nurse practitioner sole proprietors or registered nurse or nurse practitioner general partners, which is assessed against the total net income of the business, a California Professional Nursing Corporation electing S Corporation taxation may bifurcate its income into a salary paid to a registered nurse or nurse practitioner shareholder as an employee subject to the Medicare tax and distribute the remainder through the shares of stock of the California Professional Nursing Corporation not subject to the Medicare tax.

Based upon the examples above, a California Professional Nursing Corporation taxed as an S Corporation that pays a $50,000 fair market salary to a registered nurse or nurse practitioner shareholder as an employee could save that registered nurse or nurse practitioner shareholder $2,900 per year based on a $150,000 annual income or $7,250 per year based on a $300,000 annual income compared to a sole proprietorship or general partnership.

Additional Medicare Liability

The Additional Medicare Tax is an increased taxation measure aimed at high-income earners, implemented as part of the Affordable Care Act. Unlike the standard Medicare tax, this additional tax is only applicable to individuals and couples whose income exceeds certain thresholds. Specifically, the tax applies to wages and self-employment income above these set limits at a rate of 0.9%, and it applies solely to the income that surpasses the threshold.

The Additional Medicare Tax threshold for single taxpayers is $200,000, $250,000 for married taxpayers who file taxes jointly, and $125,000 for married taxpayers who file separately.

Additional Medicare Tax Liability for Sole Proprietors and General Partners

As registered nurse or nurse practitioner sole proprietors and registered nurse or nurse practitioner general partners in general partnerships, individuals bear the full burden of the Additional Medicare tax obligation on their entire net income in excess of the thresholds.

The following are some examples of Additional Medicare tax liability for a single registered nurse or nurse practitioner with various net income:

$50,000 net income x 0.9% = $0 Additional Medicare tax liability (below threshold)

$150,000 net income x 0.9% = $0 Additional Medicare tax liability (below threshold)

$300,000 net income x 0.9% = $900 Additional Medicare tax liability ($100,000 above threshold)

The following are some examples of Additional Medicare tax liability for a married registered nurse or nurse practitioner filing jointly with various net income:

$50,000 net income x 0.9% = $0 Additional Medicare tax liability (below threshold)

$150,000 net income x 0.9% = $0 Additional Medicare tax liability (below threshold)

$300,000 net income x 0.9% = $450 Additional Medicare tax liability ($50,000 above threshold)

The following are some examples of Additional Medicare tax liability for a married registered nurse or nurse practitioner filing separately with various net income:

$50,000 net income x 0.9% = $0 Additional Medicare tax liability (below threshold)

$150,000 net income x 0.9% = $225 Additional Medicare tax liability ($25,000 above threshold)

$300,000 net income x 0.9% = $1,575 Additional Medicare tax liability ($175,000 above threshold)

Additional Medicare Tax Liability for California Professional Nursing Corporations Taxed as S Corporations

While the Additional Medicare tax applies to wages, including wages earned by registered nurse or nurse practitioner shareholders involved in the day-to-day operations of a California Professional Nursing Corporation, the fair market value wages required by the Internal Revenue Service are unlikely to come close to the thresholds for the Additional Medicare tax, regardless of marital status or tax filing status, with proper tax planning as follows:

$50,000 salary x 0.9% = $0 Additional Medicare tax liability (below threshold)

Additional Medicare Tax Liability Conclusion

While not as large as the FICA and Medicare tax examples at the net income rates used as examples above, the Additional Medicare tax is not nominal and can become quite large for the owners of large practice groups or owners of nursing practices with high net income.

Deductibility of Health Insurance Premiums and Other Fringe Benefits

Deducting health insurance premiums and other fringe benefits to registered nurse or nurse practitioner shareholders is a critical aspect of tax planning when choosing a business entity for a California nursing practice. This section will outline the tax implications and benefits associated with offering health insurance and other fringe benefits to registered nurse or nurse practitioner shareholders and employees. Understanding these deductions enables more strategic financial planning and can significantly impact the overall tax liabilities.

Deductibility of Health Insurance Premiums and Other Fringe Benefits for Sole Proprietors and General Partners

For registered nurse or nurse practitioner sole proprietors and registered nurse or nurse practitioner general partners, the deductibility of health insurance premiums and other fringe benefits for their benefit can constitute a significant tax advantage. Sole proprietors can deduct health insurance premiums they pay for themselves as an above-the-line income tax deduction, reducing their adjusted gross income.

This deduction is available regardless of whether the sole proprietorship shows a profit but cannot exceed the net profit from the business. However, it is important to note that Medicare or Social Security taxes cannot be reduced by these deductions. For registered nurse or nurse practitioner general partners, similar provisions apply if the premiums are paid by the partnership and reported as guaranteed payments.

These deductions not only lower taxable income but also reflect an incentive within the tax code encouraging the provision of health-related benefits by these smaller business structures.

Deductibility of Health Insurance Premiums and Other Fringe Benefits for California Professional Nursing Corporations Taxed as S Corporations

For California Professional Nursing Corporations taxed as S Corporations, the deductibility of health insurance premiums and other fringe benefits for the benefit of the licensed professional shareholder is an integral element of tax strategy to understand.

Shareholders who own more than 2% of the California Professional Nursing Corporation can deduct health insurance premiums and other fringe benefits for their benefit paid on their behalf by the California Professional Nursing Corporation, however, these premiums are treated as compensation to the shareholders and are reported as such on their W-2 forms, underlining their inclusion in taxable income.

Proper handling of these deductions ensures that the California Professional Nursing Corporation remains compliant with tax regulations.

Deductibility of Health Insurance Premiums and Other Fringe Benefits Conclusion

Understanding these deductions is essential for choosing the appropriate business structure and optimizing tax obligations. While health insurance premiums may be treated as business expenses of sole proprietorships, general partnerships, and California Professional Nursing Corporations taxed as S Corporations, registered nurse or nurse practitioner shareholders of California Professional Nursing Corporations must add these premiums and other fringe benefits to the calculation of their income tax (but not their FICA or Medicare tax liabilities).

Additional Costs to Operating as a California Professional Nursing Corporation

California Franchise Tax Board Minimum Annual Franchise Tax

California Professional Nursing Corporations taxed as S Corporations are subject to the California minimum annual franchise tax imposed by the California Franchise Tax Board. The minimum franchise tax for a California Professional Nursing Corporation is the greater of an $800 annual minimum or 1.5% of net income.

Sole proprietorships and general partnerships are not subject to this franchise taxation. These business structures forego the annual minimum tax, allowing them a different financial advantage in maintaining operations without this mandatory state-imposed financial obligation. However, owners of registered nurse or nurse practitioner sole proprietorships and registered nurse or nurse practitioner general partnerships should remain aware of other state tax requirements that might apply, ensuring comprehensive compliance across varying business models.

Other Administrative Costs to Operate a California Professional Nursing Corporation

Operating a California Professional Nursing Corporation involves several administrative costs beyond the minimum annual franchise tax compared to sole proprietorships and general partnerships.

For example, a California Professional Nursing Corporation will have expenses related to maintaining state and federal compliance for keeping its FinCEN Beneficial Ownership Information Report up to date, filing an annual statement of information, and the drafting of meeting minutes for its annual meetings of shareholders and its board of directors that sole proprietorships and general partnerships do not require.

For both general partnerships and California Professional Nursing Corporations, additional administrative costs for bookkeeping, legal consultation to ensure adherence to corporate governance requirements, and tax preparation are likely higher than equivalent costs for a sole proprietorship.

Sole proprietorships and general partnerships without employees will generally not incur payroll costs, but California Professional Nursing Corporations will require payroll services even if the registered nurse or nurse practitioner shareholder is the only employee of the California Professional Nursing Corporation, which is an added expense. However, sole proprietorships and general partnerships with employees will incur equivalent payroll costs that are comparable to those of California Professional Nursing Corporations.

The additional financial obligations of a California Professional Nursing Corporation can add up to a few thousand dollars per year depending upon the costs of tax preparation and payroll services.

Conclusions About Tax Benefits

The additional costs associated with operation as a California Professional Nursing Corporation vary but are generally a few thousand dollars per year compared to a sole proprietorship or general partnership that does not pay an annual franchise tax to the California Franchise Tax Board and does not have employees requiring payroll. In addition, sole proprietorships may enjoy lower tax preparation costs than general partnerships or California Nursing Professional Corporations.

However, depending upon the net income of the professional practice, these additional expenses may be paid for by the FICA, Medicare, and Additional Medicare tax savings possible with a California Professional Nursing Corporation.

For $50,000 of allocated net income, a California registered nurse or nurse practitioner sole proprietor or registered nurse or nurse practitioner general partner would expect to pay $7,650 in self-employment taxes ($6,200 FICA + $1,450 Medicare), equivalent to that which would be paid by a licensed professional shareholder of a California Professional Nursing Corporation.

For $150,000 of allocated net income, a California registered nurse or nurse practitioner sole proprietor or registered nurse or nurse practitioner general partner would expect to pay $22,950 in self-employment taxes ($18,600 FICA + $4,350 Medicare), compared to $7,650 in payroll taxes (employee and employer contributions combined of ($6,200 FICA + $1,450 Medicare) for a $50,000 salary from a California Professional Nursing Corporation, a tax savings of $15,300.

For $300,000 of allocated net income, a California registered nurse or nurse practitioner sole proprietor or registered nurse or nurse practitioner general partner would expect to pay $30,506 in self-employment taxes ($20,906 FICA + $8,700 Medicare + $900 Additional Medicare), compared to $7,650 in payroll taxes (employee and employer contributions combined of ($6,200 FICA + $1,450 Medicare) for a $50,000 salary from a California Professional Nursing Corporation, a tax savings of $122,856.

Thus, for lower net income, say $50,000 or below, a California Professional Nursing Corporation will likely cost more in additional administrative expenses than the tax savings realized.

At around $60,000 of net income per year, the tax savings versus additional expense of operating a California nursing practice as a California Professional Nursing Corporation starts to break even depending on the costs of the additional expenses incurred.

Above the $60,000 of net income per year, the tax savings begins to exceed the additional expense of operating a California nursing practice as a California Professional Nursing Corporation, resulting in the registered nurse or nurse practitioner shareholder keeping more of the net income earned after taxes.

The experienced corporate attorneys at San Diego Corporate Law are available to assist with the analysis of net income versus administrative expense budgeting when deciding whether or not a registered nurse or nurse practitioner should form a California Professional Nursing Corporation or choose another business structure for a California nursing practice.

Establishing a Business Structure for Anticipated Growth

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

For registered nurses or nurse practitioners foreseeing growth of their professional practice, choosing to start as a California Professional Nursing Corporation is advantageous because it allows these registered nurses or nurse practitioners 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 nursing practice a second time to after net income grows and the self-employment tax burden becomes expensive.

Additionally, even when net income remains lower, the California Professional Nursing Corporation is still valuable to a registered nurse or nurse practitioner because it provides legal protection by separating personal assets from business liabilities, a critical consideration for risk management.

Finally, for registered nurses or nurse practitioners who accept insurance from patients or work with regional centers, the insurance paneling process will need to be repeated for a registered nurse or nurse practitioner first establishing a sole proprietorship or general partnership and later incorporating to take advantage of the liability protections and tax benefits of a California Nursing Professional Corporation.

If within the means of such a registered nurse or nurse practitioner, the recommendation is to establish the practice right the first time as a California Professional Nursing Corporation.

A Quick Note on LLCs and PLLCs

A registered nurse or nurse practitioner may not use a foreign or California limited liability company (LLC), nor may a foreign professional limited liability company (PLLC) be used to practice nursing 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 registered nurses or nurse practitioners, as professional limited liability companies (PLLCs) are commonly used to render professional services in other states.