How to Form a California Professional Corporation | walkthrough to create a CA Prof Corp
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- เผยแพร่เมื่อ 30 มิ.ย. 2024
- MAKE SURE TO NOT INCLUDE "SERVICES" IN THE PROFESSION - the state wants you to list "law" or "accounting" (not legal services or accounting services).
Are you a licensed professional in California, so you need to create a "professional corporation" instead of an LLC or regular corporation? In this video I discuss how to figure out if you need a professional corporation and share a tutorial for forming the Prof Corp using CA BizFile online system.
00:00 Intro
01:40 Do You Need a Professional Corporation?
03:42 Do Special Rules Apply to You?
05:53 BizFile Walkthrough
10:38 Other Filings with Your License Board?
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Thanks Elizabeth. I am a pharmacist and your video couldn't possibly have been more helpful.
great to hear!
Very helpful! Thanks again!
Thank you!!!!
I tried to get in touch with you on your personal website and did not find that possible. I JUST WISH TO THANK YOU, THANK YOU, THANK YOU Elizabeth for all you have created. I was also concerned as I saw no new content since 2022. I was praying you are alive and well. God Bless you and thank you. I sent you monies through PayPal.
Thank you so much Elizabeth for this video. Soo helpful. Do professional corporations need to complete form 2553 with the IRS? Thanks
If you want the professional corp to be taxed as an S Corp, then yes
Thanks!
Thanks for that!!
Hi Elizabeth! Thanks so much for putting these videos out. They are really helpful. I filed for a P Corp for my diagnostic ultrasound business and put “ultrasound” for the profession. They responded saying that ultrasound is not on the list of professions and that I can either put “medicine” or file for a general C corp.
I reached out for multiple ultrasound registry/certification companies and they don’t know the answer to this.
Should we do a C corp instead, or just put in “medicine”? It seems like medicine is more for physicians. We just do ultrasounds and we send them out to another company to be read by a physician.
THANK YOU, truly.
Do you need a license to do the ultrasounds? If so then I'd put the name of the license as the profession.
Hi Elizabeth if you can let everyone know below this video that in their Purpose Statement for their Articles of Incorporation not to put Services after your profession. I put Acupuncture Services as my Purpose statement and got a notice of correction from the Secretary of State and should be Acupuncture. So if you are a lawyer, PT, chiro, or other licensed professional make sure you just put your profession like Physical Therapy and don't put Physical Therapy Services in your Purpose Statement or it will be returned for correction.
thanks for sharing about what happened! I added that to the description so hopefully it will save people some hassle
Great video!!! I’m finally understanding what steps I should take! Is that $800 still getting the green light in 2024? Should I start my corporation now or wait until January?
It’s usually better to start as of Jan 1st versus mid-Dec
Thanks for the video! It's very helpful! Do you know the naming requirements for doctors? Or a place where I should find that? This appears more confusing than I expected.
Here's info from the medical board www.mbc.ca.gov/FAQs/?cat=Applicants&topic=Fictitious%20Name
Thank you for explaining this! Can you do a video on filing a foreign business entity in California? I have a business in another state but want to file in California as well
Hi! Yep I will add that to the list :)
Thank you! For this informative video!
I’m setting up pro. Corp. as general contractor and then filing as an s-corp with the irs but I am a little confused about the corporate bylaws and corporate minutes. When is this supposed to be done? Is this something that just needs to be written to be kept to myself or company since I will be the only owner or is it something that needs to be filed somewhere? Do you have a video for this?
You do the corporate bylaws and minutes after you set up the corporation with the state. Yes it is something to keep for yourself, in your paperwork, but you may need to show someone them somedays (a bank, a future buyer of your business, insurance agency, etc.). You can check out a book like this to learn how and get some forms: www.amazon.com/Corporate-Records-Handbook-Meetings-Resolutions/dp/1413326455
HI! Did you ever make a video about the Professional Corp for Osteopath/. Chiropractic?? Thanks!
No I have not made many videos about specific types of businesses
Hello and thank you for this video. Its very informative. I am looking into this for myself. I am in the veterinary profession in CA and I am wondering if you help people in my field and if so, are you accepting new clients?
Thanks for asking! No I'm not taking new clients. Best wishes with your search!
Such a straight forward informative interview! Prior to watching this video, I submitted an Article of Incorporation for a general stock instead of professional. It has not been approved yet, is there a way to change this to professional? will i have to file a new articles of corporation or would i be able to amend once the original articles of incorporation gets approved? Thank you in advance.
You can amend to change it -- but I don't think there are forms for that. Or you can close it and refile as a prof corp (might be easier)
This was very helpful. I appreciate this! Do you have any information regarding nursing? specifically for advanced practice nurses? I applied for prof corp, adding " (Name) Mental Health Nursing, Inc" but it was returned to me! So just trying to peruse around the internet as to what I did wrong!
Hm did they say why they rejected it? Sometimes they will be specific or even give you a phone number to call. The main line is (916) 657-5448
Very informative and precise. I am new dentist and filed a general stock corp with my parents who are not dentist. I plan to work part-tine and get paid through S Corp and was told to amend to Professional corp. Should I amend and remove my parents? Or should I just start from scratch as your video suggests to be solo as professional Corp. Thanks a lot
You can amend but it is probably easier to start from scratch
Great video, do barbers need a professional corporation?
The best thing to do is call the licensing board at (800) 952-5210
Thank you so much for this video. Its was so informative. I have a question.
First- I am a physician Assistant and wants to make Profession corp so I can work as 1099 in different capacities. Do I need to include a supervising physician name while forming Professional corp. MY supervising physician will be different with different contracts.
Thank you
Hm so when you form the prof corp I don't think it asks you the name of the supervising physician. And, the Practice Agreement can state that any doc in the med system can supervise. Also check out this feb 2023 booklet that has all the rules - www.pab.ca.gov/lawsregs/pab_laws_regs_booklet.pdf
Very good presentation. I am having difficulty forming a PC for my sole proprietor business of 15 years. I am licensed as a physical therapist and chiropractor in CA. Both boards have differing requirments as you stated in this video. I don't know how is possible to form a corporation with physical therapy board requirements and still practice chiropractic or visa versa under a single PC. I would like to avoid having two seperate PC's. I've thought about just going through with physical therapy board requirements since this is 90% of the business. Just not sure what to do with that 10% chiropractic part. I've contacted an attorney and they don't have an answer. Would you have any suggestions?
Hm my understanding is that a PC is just for one profession. I agree that is tedious!! You might try the state of California and see if they have any other info (916) 657-5448
Thank you so much for sharing!
I had a question, I am setting up a legal firm. Does the letters PC need to be in the name of the Corporation? or can it just be XYZ TRIAL LAWYERS?
It needs some corporate designation -> "The name under which the law corporation intends to practice law must include a designation of corporate existence such as “Professional Corporation,” “Prof. Corp.,” "Corporation,” “Corp,” “Incorporated,” or “Inc.”" (see www.calbar.ca.gov/Portals/0/documents/rules/Rules_Title3_Div2-Ch3-LawCorps.pdf )
@@ElizabethPW thanks so much for your quick reply! Helps me confirm what i found.
A Law Corporation name must include an ending designation such as: A Professional Corporation, A Professional Law Corporation, Professional Corporation, Professional Law Corporation, Law Corporation, APC, A.P.C., PC, P.C., A PC, A P.C., Prof. Corp., A Professional Legal Corporation, Professional Legal Corporation, A Legal Corporation, Inc., Incorporated, A California Professional Corporation, L.C., Ltd., Limited, P.A., and Professional Association.
www.calbar.ca.gov/About-Us/Forms#lawcorporations
When you covert LLC to PC corp do you need to create a new EIN and close the LLC
It really depends on exactly what happened, both for your legal entity and the tax status -- here's the faq from the IRS: www.irs.gov/businesses/small-businesses-self-employed/do-you-need-a-new-ein
Is there an advantage or disadvantage of having yourself as a registered agent? (beside having your address public[is that bad?])
Advantage - save money, having more control (don't have to trust a 3rd party). Disadvantage - public address, if you miss a legal communication there's no 3rd party to also get it.
I just filed my articles of Incorporation as a Professional Acupuncture Corporation. Once I get approved what other things do I need to do with the state? I get you have to do Bylaws and Minutes, is there anything else?
Once it is approved, you need to file the Statement of Information with the state.
Can you talk about stock corporations for estheticians
Not sure what the question is? My understanding is that estheticians have to have a professional corporation, but check with your licensing board to make sure
Can you please explain the legal liability you would retain as a licensed accounting professional when creating a PC in California.
So the short answer is when you form an accounting prof corp my understanding is you are required to either keep professional liability or to get a certain amount of professional liability insurance
Once I set up a Professional Corporation in California how do I go about electing my professional corporation as an S-Corp in California?
It's like what I talk about in this video th-cam.com/video/-CXGILTIGmI/w-d-xo.html
It appears that Chiropractors and Osteopaths have to file with their prospective California Boards. Can these steps be followed (for Chiropractors) plus file with the Board or something completely different?Thank you for all of your help!
Right you'd first get the professional corporation, then file the application with the board to be a chiropractic corporation www.chiro.ca.gov/forms_pubs/corp_app.pdf
@@ElizabethPW Thank you so much for all of your help!
@@ElizabethPW Thank you for the great video. What about for acupuncturists?
I submitted my application for a professional law corporation, and listed "legal services" as the profession as you noted. This was rejected -- you have to list the profession simply as "law"
Ah, thanks for sharing that. Hm when I made the video, I may have been thinking about using the words "legal services" in the statement of information as the type of services/products. I guess that "professional of law" is correct grammatically and they are just that particular.
Is HVAC c-20 license considered a profession that can open a professional corp?
My understanding is various types of construction/contracting businesses have an exception to this rule, but ask your licensing body to be sure
I have a contractors license in California is this the type of corporation I need ?
Contractors can be a regular Corporation (there is a special rule for contractors)
I provide tax preparation in CA. I am not a CPA. I am an EA (enrolled agent), which is not a CA license, but a license issued by the IRS. Do I have to form a CA professional corporation or I can operate as an LLC? Thank you!
So it is only required if you are licensed under the provisions of the Business and Professions Code, the Chiropractic Act, or the Osteopathic Act, and it sounds like you are only licensed under federal law.
Appreciate the quick response Elizabeth! Yes, I am licensed under the federal law instead of CA.
How do I get a copy of my Article of incorporation in California
Go to bizfileonline.sos.ca.gov/ and search for your company. Then click on it and a slide over will appear on the right. You can click on the "history" and everything that was filed should appear with a link to download each
I am a Physician Assistant in CA, and formed the Corportation to start a side Hussle of medical aesthetic services. I will be renting a room in family practice clinic and sometimes will work at other locations per client's interest. I listed myself as CEO/CFO- of this Corportation. I already submitted article of incorporation, statement of information- thanks to all your videos. I obtained EIN number and filed S copr filing too . In process to get Malpractice insurance.
But now I am confused - I read other people's comments about PA can not own their own practice. Can I be the only owner of this corporation being a PA in CA? Can I own all the shares of the corporation? or do I need to add someone else to the corporation, so I have 49% share? I have a supervising physician, but he is not part of the corporation. I would really appreciate your help if you can guide me. Thank you
My understanding is that this is one of the rules that changed in 2022 -- check out this official guide www.pab.ca.gov/lawsregs/pab_laws_regs_booklet.pdf page 21 has the rules for PA corps
@@ElizabethPW Thank you for responding. I reallyt appreciate.
It was definitely helpful. But i get so nervous reading all the legal language.
So what I understood from this that Physician Assistant can form a corporation as long as- it abide by Moscone- Knox act
"With respect to a physician assistants corporation, the governmental agency referred to in the Moscone-Knox
Professional Corporation Act (commencing with Section 13400) of Division 3 of Title 1 of the Corporations Code is
the board"
I searched up the Moscone-Knox Act- (my brain cells on fire)
What I understood that PAs can have a profession corporation as long as all the member providing services are of same profession. So far so good.
But then it states ( where I have a confusion)
"The following licensed persons may be shareholders, officers, directors, or professional employees of a professional medical corporation so long as the sum of all shares owned by those licensed persons does not exceed 49 percent of the total number of shares of the professional corporation and so long as the number of those licensed persons owning shares in the professional corporation does not exceed the number of persons licensed by the governmental agency regulating the designated professional corporation: ( had other professionals, also PAs)
But then I think it only pertains if I have more than one member.
So if I am the only person in the corporation, I should be OK .. right....and can have all the shares under my name.
May be I am overthinking or not understanding it.
Thank you.
If there is any website like this for filing in Delaware?
Eh well they have a "document upload service" where you fill out the PDF and then upload it -- better than mail but not the same: corp.delaware.gov/howtoform/
@@ElizabethPW Thank you!! Recently looking for registration, it is getting clearer, thank you!!!
Do construction workers need a profesional corporation?
Ah that's a good question - there is an exception to the rule for construction contractors - they don't need a professional corporation