Lawyer for Veterinarians, Veterinary Corporations and Veterinary Practices

Article #2 – Should you incorporate your veterinary practice?

This is Article #2 in my 9-part series on the basic corporate, business and contract law issues for veterinary corporations and veterinary practices in California.  The articles in this series are:

In this Article #2, I answer the question, should you incorporate your veterinary practice?  What are the costs and benefits of forming a veterinary corporation?  It’s a tough question.  The answer depends on a balancing of different factors.  Most of us suffer information overload not long after starting this analysis.  All of the factors start swimming around in our minds and we don’t know what to think.

This article gives you a quick roadmap.  The first factor is whether you want limited liability, which is the primary benefit of forming a veterinary corporation.  Next you determine the costs of forming and maintaining a veterinary corporation.  Then you delve into the tax advantages and disadvantages of forming a corporation.  Last, you weigh the factors and make a decision.

Benefit – Limited Liability.  Limited liability is the primary benefit of incorporating your veterinary practice.  A solo veterinarian is personally liable for all general debts and liabilities of the practice, including vendor contracts and real property and equipment leases.  On the other hand, a shareholder of a corporation is not personally liable for the corporation’s debts (except payroll taxes, workers compensation premiums and related obligations imposed by the government).  There is one big exception, however: the veterinarian is always liable for his or her own professional negligence and the negligence of employees under the veterinarian’s supervision.  Only insurance can mitigate such liability.

Partners Need a Corporation.  Practices with more than one veterinarian should use a veterinary corporation. The veterinary corporation not only shields each veterinarian from general liabilities of the veterinary corporation (discussed above), but also shields each veterinarian from liabilities arising from the acts of other veterinarians in the group.  Although two or more veterinarians can work together as a partnership, this is not your best choice.  Partnerships are risky because each veterinarian is liable for the acts of each other veterinarian.  Incorporation mitigates this risk by protecting against liability from other veterinarians in the group.

Costs.  You want the benefits of limited liability.  But it costs money – corporations pay franchise taxes and require legal and accounting costs for their organization and maintenance.  Worse yet, because veterinarians are subject to special regulation, you need specialized legal advice.  A veterinarian probably will incur more legal fees than the run-of-the-mill service corporation.

I charge $2,000 in legal fees to form a veterinary corporation.  You need at least another $1,000 or so to cover filing fees, accounting costs and misc. costs of changing your form of business.  In year two you’ll start paying franchise taxes – annual franchise taxes are $800 + 1.5% of net profit.

Tax Factors.  Disclaimer: Consult your accountant about all tax matters.  I do not give tax advice.  If your accountant disagrees with my opinions below, listen to your accountant, not me.

In my experience, tax analysis causes a lot of confusion.  The various and sundry tax advantages and disadvantages of forming a veterinary corporation all depend on your circumstances, which change from year to year, not to mention the endless changes in tax law.  Worse, sometimes you find that after weighing the tax advantages and disadvantages, they all seem to cancel one another out, leaving you with no clear-cut decision.

To sum it up quickly, there are few remaining tax benefits for incorporating a veterinary practice.  Moreover, the few remaining tax benefits work only for “C” corporations (not for “S” corporations).  In brief, forming a professional C corporation helps a little with fringe benefits (most notably health insurance) and life insurance, but not much else.  On the other hand, incorporation means you must pay the annual franchise tax (explained above).

If after all this analysis you decide to incorporate your veterinary practice, go to my next article, Legal compliance checklist for a veterinary corporation.

This article only gives a short roadmap of the issues involved in deciding whether or not to incorporate your veterinary practice.  There is a lot more to this topic than introduced here.  Please get competent legal and tax counsel before you form a veterinary corporation.

Call me to schedule a legal consultation: 510-796-9144