Dental Practice Law

Whether you are planning a dental practice from the ground up or purchasing an existing practice, there are special considerations to be made. Taking these steps will help ensure your practice gets off to a successful start.

Let’s face it, the landscape of dentistry is changing. Our culture is evolving to match the fast pace we live in. Whether you are a solo practitioner or you manage a large DSO, Olivia Wann truly understands the challenges you face.

Olivia worked for many years as an office manager and was responsible for monitoring performance benchmarks. Olivia also served as a registered dental assistant and well remembers the efforts involved in getting treatment plan acceptance. Now as a lawyer, Olivia’s expertise is highly sought after.

Olivia has extensive knowledge of workplace safety. She represents and defends dentists in all aspects of OSHA compliance to include investigations, inspections, citations, and settlement negotiations.

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You may be visiting the site because you’re a startup practice or perhaps you have been in practice for many years. We recognize that to be successful and maintain your momentum, we need successful economics coupled with clinical excellence. How do you reach those goals? Let’s start with business structure.

Business Structure

When forming your dental practice, there are several choices in structuring your business:

Sole Proprietorship
Partnership
Corporation
Professional Limited Liability Company

We encourage you to discuss these options both with your attorney and your CPA.

Sole Proprietorship

The sole proprietorship is the simplest and least complex option. The dentist simply conducts business in their name and uses their social security number for tax purposes. If you use a practice name, you denote such as DBA meaning “doing business as.”

The disadvantage of a sole proprietorship includes personal liability for business actions, including business debts. Therefore, it is common for dentists to form corporations or professional limited liability companies.

Professional Limited Liability Company (PLLC)

A Professional Limited Liability Company is a company formed to provide professional services. The entity is created through the Secretary of State website by filing the Articles of Organization.

The PLLC is one of my preferred entities for dental practices. Recordkeeping is less extensive compared to a corporation. Owners are referred to as “members.” Members are shielded from one another’s malpractice. Like a corporation, the PLLC protects personal assets from business liabilities (unless the dentist personally guaranteed a loan).

A single-member PLLC is common for solo dentists. A multi-member PLLC is appropriate for multiple owners. In this scenario, an operating agreement is critical and functions much like a partnership agreement. Never rely on oral communications or a vague template you found on the Internet. We spend time with clients determining the roles and responsibilities of the owners and if decisions are made jointly or by a managing member.

Owners who actually work in the practice may also have an employment agreement with the PLLC to minimize any issues related to compensation for services provided versus owners’ distributions of profit.

We spend time with owners to determine the roles and responsibilities of the members to create an agreement. PLLCs refer to this document as an operating agreement. Having a good understanding and capturing these responsibilities in writing contributes to a healthy business relationship. Preserve your friendship and maintain your agreements in writing. Define how decisions are made.

Discuss in the operating agreement a buy out provision or what you will do if one of the owners dies. Granted- you go into business thinking this is a forever venture into the world of success and profitability, but the reality is, you need a backup plan in case it does not work out.

Therefore, a good understanding of what the terms in the agreement actually mean and how it affects your ownership interest is critical, especially if you end up “divorcing” your business partner.

It’s much easier to go into business with other individuals, but very difficult to get out of it.

Corporation

A corporation is formed under state law by the filing of articles of incorporation with the state. Like a PLLC, a corporation separates personal assets from company assets. Corps must maintain a copy of their bylaws, meeting minutes and all corporate documents. There are S corps and C corps.

With S Corps, profits and some losses pass through to shareholders, who pay taxes on them at their personal income tax rate. S corps file an information return with the IRS, not an income tax return.

With C Corps, profits and losses stay in the company who files its own income tax return and pays taxes at the corporate income tax rate. C corps are taxed as separate taxable entities.

Partnership Agreements

We can assist you with your partnership agreement. Never rely on oral communications or a vague template you found on the Internet. We will spend time with you to determine the roles and responsibilities of the partners. PLLCs refer to this as an Operating Agreement.

A good understanding of what the terms in the agreement actually mean and how it affects your ownership interest is critical, especially if you end up “divorcing” your business partner.

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THE IMPORTANCE OF WRITTEN AGREEMENTS

Now that’s another topic in itself… You may go into business thinking this is a forever venture into the world of success and profitability, but the reality is, you need a backup plan in case it does not work out.

It’s much easier to go into business with other individuals, but very difficult to get out of it. We will make sure you have a solid plan for the future.

BUILDING HEALTHY BUSINESS RELATIONSHIPS

We spend time with you to determine the roles and responsibilities of the partners. PLLCs refer to this as an Operating Agreement. Having a good understanding and capturing these responsibilities in writing contributes to a healthy business relationship. Preserve your friendship and maintain your agreements in writing.

Lease Agreements

Are you looking for space or assuming a lease? We can review your lease agreement to ensure the terms meet your needs and help you avoid disappointment and costly litigation.

UNDERSTANDING LEASE TYPES

A common lease that comes across our desk is the Triple Net Lease. A triple net lease includes the expense categories of real property taxes, insurance, and maintenance as additional rent. We negotiate the terms to allow our clients the right to audit the landlord’s operating expenses under this lease arrangement.

FEES AND COSTS

Additionally, we suggest caution when accepting Common Area Maintenance (CAM) fees. This too is considered additional rent. Once again, the tenant should have the right to review the documentation for all fees charged. Typically, the CAM fees increase, so it’s a good idea to negotiate a maximum amount or “cap.”
Evaluate whether you are being charged for operational or management costs tucked into “administrative fees.” This may be an option that can be either negotiated or stricken.

HVAC RESPONSIBILITY

Determine whether you are assuming responsibility for the HVAC. This can be very costly if you are responsible for all costs associated with the HVAC. Annual caps for tenants limit the number of costs you incur for HVAC maintenance, repair, and replacement.

ASSIGNING THE LEASE AND SIGNAGE

You also want the freedom to assign the lease in the event you sell your practice. What if the building is sold? Negotiate the first option to purchase.
Inquire about signage. If signage is limited, potential patients may not be able to find your office.

As you can see, the list of terms can be exhausting. That’s why you need a lawyer who is looking after your interests.

Employment Contracts (Associate Dentists)

If your practice is growing and you need more dentists, we can assist you with professional employment contracts. We will address terms such as length of employment, compensation, CE expenses, license renewal, management responsibilities, buy-in opportunities and most importantly, restrictive covenants.

Employer’s Handbook

The strength of your dental practice comes from having the right people in place. Let’s face it – you can’t practice dentistry by yourself! Finding the right people, conducting background checks, providing job descriptions and setting the foundation with an Employer’s Handbook is essential to your successful practice management.

No one wants a complaint supported by the Department of Labor or EEOC.

Common Pitfalls Include:

Incorrectly classifying hygienists as independent contractors
Incorrectly classifying employees as salary exempt and not paying overtime
Lacking a complaint procedure for discrimination claims
Having different rules for different employees

Keep in Mind:

The Americans with Disabilities Act applies on a federal level when you have 15 or more employees.
The Tennessee Human Rights Act applies to employers with 8 or more employees.
The Kentucky Civil Rights Act applies to smaller employers with between 8 and 14 employees.

A solid handbook contributes to your defense if a dispute arises within dental practice law.

Unlike online programs where you build your handbook using a template, we provide one on one consulting in order to develop the handbook that suits the needs of your practice. In this manner, you’re not paying for your handbook over and over again each year but rather you have the opportunity to update it when it’s necessary.

Regulatory Defense

Nothing can be more stressful than having to deal with a regulatory compliance complaint or an allegation of a violation. Whether it’s OSHA or the dental board, we are here to help you.

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Asset Purchase Agreement

If you are ready to sell your dental practice, we will work closely with a valuation expert to price your practice and prepare the Asset Purchase Agreement. We will address retention of existing employees, a restrictive covenant, the property lease or purchase of real estate, and existing accounts receivable.

Compliance Training & Policy Development

For services please visit Dental Compliance for training, inspections, and policy development information.