Converting From Sole Proprietor to S-Corp: Legal Steps For Practice Owners

Transitioning your practice from a sole proprietorship to an S-corporation (S-Corp) is a critical step in scaling your business. This change can provide substantial legal and financial benefits, including increased liability protection, tax advantages, and enhanced credibility. For many dentists, transitioning to an S-Corp is the logical next step in the evolution of their practice, particularly as the business grows and the risks associated with personal liability and taxation increase. But making the switch involves more than simply filling out a few forms. There are several legal steps that must be taken to ensure the conversion is done correctly, and each step can have significant implications for the future of your practice. 

Understanding these legal steps and the advantages of switching to an S-Corp can help you make the transition as smoothly as possible. While the process can seem overwhelming at first, with proper guidance, you can navigate it efficiently and with confidence. Here, we’ll break down what you need to know about converting your sole proprietorship into an S-Corp, including the benefits, the necessary steps, and the considerations you’ll need to account for during the transition.

Understanding the Difference Between Sole Proprietorship and S-Corp

At the core of any decision to convert from a sole proprietorship to an S-Corp is understanding the fundamental differences between these two business structures. A sole proprietorship is the simplest business structure available. It doesn’t require formal registration with the state, and all the business’s financial activities flow directly through the owner's personal income tax return. However, this simplicity comes with significant drawbacks, particularly around liability protection. In a sole proprietorship, there is no separation between the owner and the business, meaning that personal assets, such as a home or savings, can be at risk if the business encounters legal or financial problems.

An S-Corp, on the other hand, is a formal legal entity that is registered with the state. This structure offers the distinct advantage of liability protection, meaning the owner's personal assets are generally shielded from any debts or legal judgments against the business. Additionally, an S-Corp offers certain tax benefits that are not available to sole proprietors. With an S-Corp, business profits pass through to the owner’s personal tax return, avoiding the double taxation that often affects C-Corps, while still allowing for the potential to save on self-employment taxes.

Benefits of Converting to an S-Corp

The conversion from a sole proprietorship to an S-Corp is not only about legal protections—it’s also about optimizing your financial situation. There are several important benefits to making the switch:

• - Tax Advantages: One of the most compelling reasons to convert to an S-Corp is the potential for tax savings. As a sole proprietor, you are subject to self-employment taxes on the entire income of your practice. However, when you become an S-Corp, you can classify yourself as an employee of the corporation, paying yourself a reasonable salary that is subject to standard payroll taxes. Any remaining profits can then be distributed as dividends, which are not subject to self-employment taxes, potentially saving you money in the long run.
• - Liability Protection: With an S-Corp, your personal assets are protected from business-related liabilities. If the business incurs debt or is sued, your personal savings, property, and other assets are typically shielded, which can provide invaluable peace of mind as your practice grows and becomes more complex.
• - Enhanced Credibility: Operating as a corporation can enhance the credibility of your practice in the eyes of patients, employees, and suppliers. It shows that your practice is formal, structured, and has the legal and financial framework to support long-term success. This can improve your professional reputation and help attract better business opportunities, including financing and investments.

1. Choose a Business Name: The first step in forming your S-Corp is choosing a name for the corporation. Your business name must comply with state regulations and should not be the same as or too similar to another registered business name. This can require some research to ensure the name is unique and available. 
2. Incorporate Your Business: To legally form your corporation, you need to file the Articles of Incorporation with your state's Secretary of State office. These documents include information about your practice, such as the name, address, purpose, and the names of the initial directors. Along with this, you’ll also need to create bylaws, which are the internal rules that govern the operation of your corporation. Bylaws typically include rules about board meetings, shareholder rights, and other operational guidelines.
3. Obtain an Employer Identification Number (EIN): After incorporating, you'll need to obtain an Employer Identification Number (EIN) from the IRS. This is similar to a social security number for your business and is used for tax filings, opening a business bank account, and hiring employees.
4. Elect S-Corp Status with the IRS: To formally elect S-Corp status, you'll need to file IRS Form 2553, "Election by a Small Business Corporation." This form must be submitted within two months and 15 days of the beginning of your tax year to ensure that S-Corp status takes effect for that year. It’s important to note that if you miss this deadline, you’ll have to wait until the following year to make the election.
5. Update Operating Agreements and Contracts: Once your S-Corp is established, you’ll need to update all of your business contracts, including leases, employment agreements, and patient agreements, to reflect the new legal structure. This is a key step to ensure that your practice’s operations remain legally sound under the new structure. 
6. Establish Corporate Governance: Now that your S-Corp is up and running, you’ll need to establish corporate governance. This involves holding the initial board meeting, adopting the bylaws, issuing stock certificates, and addressing other foundational matters like appointing officers. Properly maintaining corporate governance is essential to preserving your corporation's legal standing.

• - Annual Reports: Many states require corporations to file annual reports, which update the state on your corporation’s current structure and any changes that may have occurred. These reports often include the names of the directors and officers, as well as other basic information about your corporation.
• - Tax Filings: Your S-Corp will need to file both federal and state tax returns. The S-Corp itself does not pay taxes on its profits; rather, profits and losses are passed through to the shareholders, who report them on their personal tax returns. The S-Corp must file Form 1120S with the IRS each year to report its income, deductions, and other important financial information.
• - Record-Keeping: It’s crucial to maintain accurate records of all corporate activities, including financial transactions, meetings, and resolutions. These records will not only help ensure compliance with state laws but will also protect you in case of a future audit or legal dispute.

• - Timing: The timing of your conversion matters. If you want your S-Corp status to be effective for the current tax year, you must file the appropriate forms within the first few months of the year. Converting at the wrong time could delay or complicate the tax benefits.
• - Professional Advice: Converting to an S-Corp is a significant step, and it’s important to consult with a business attorney and a tax professional to ensure the transition is handled correctly. These experts can help you avoid costly mistakes and ensure your practice is positioned for long-term success under the new structure.

In conclusion, converting your practice from a sole proprietorship to an S-Corp can have major financial and legal advantages. With careful planning and attention to detail, you can make the transition smoothly and set your practice up for continued growth and success.

Contact Dental & Medical Counsel for Help Converting Your Sole Proprietorship to an S-Corp

At Dental & Medical Counsel, we guide dental professionals through the legal steps of transitioning from a sole proprietorship to an S-Corp. Our team of experienced attorneys helps you navigate the paperwork, tax filings, and compliance requirements to ensure a smooth conversion. Whether you're optimizing your tax strategy or protecting your personal assets, we offer tailored legal advice to support your practice's growth. Contact us today to learn more about how we can assist with your S-Corp conversion.

Frequently Asked Questions

Q: What is the main benefit of converting from a sole proprietorship to an S-Corp?
A: The main benefits include liability protection for your personal assets, potential tax savings, and enhanced credibility with patients and business partners. It also allows you to avoid self-employment taxes on corporate profits.

Q: How do I file for S-Corp status?
A: To file for S-Corp status, you'll need to submit IRS Form 2553, "Election by a Small Business Corporation," within two months and 15 days of the beginning of your tax year. This ensures that your S-Corp election is effective for that year.

Q: Do I need to create new contracts when transitioning to an S-Corp?
A: Yes, all of your existing contracts, including leases, employment agreements, and patient agreements, should be updated to reflect your new legal structure as an S-Corp.

Q: What are the ongoing compliance requirements for an S-Corp?
A: Ongoing compliance includes filing annual reports, maintaining proper corporate governance, and submitting corporate tax returns (Form 1120S) each year. You will also need to keep accurate financial records and adhere to state-specific regulations.

Q: Is an S-Corp the right choice for every dental practice?
A: Not necessarily. While an S-Corp offers significant advantages, it may not be the best structure for all practices. It’s important to consult with a legal and tax professional to determine if an S-Corp fits your business goals.

Q: Can I convert to an S-Corp at any time during the year?
A: To take advantage of S-Corp tax benefits for the current year, you must file the necessary paperwork early in the year. However, you can apply for S-Corp status at any time, but the benefits may not take effect until the following tax year.

About the Author

At Dental & Medical Counsel, we've been instrumental in realizing the practice goals of countless dentists. Whether you're looking to purchase, launch, or sell a dental practice, our expertise is your guide. Beyond the initial stages, we're committed to ensuring your dental practice remains legally compliant.

We provide comprehensive support, including employment law protections, dental contract reviews, and assistance with dental employment agreements. Additionally, we specialize in incorporating dental practices and securing trademarks. And for long-term planning, our services extend to helping dentists with succession and estate planning. Trust us to be your partner in every step of your dental practice journey.

About Ali Oromchian, Esq.

Your Dental Lawyer

Ali Oromchian, JD, LL.M. is the founding attorney of the Dental & Medical Counsel, PC law firm and is renowned for his expertise in legal matters

Ali Oromchian, JD, LL.M., is a leading legal authority in dental law and the founding attorney of Dental & Medical Counsel, PC, with over two decades of experience. His deep connection to dentistry comes from his wife's nearly two-decade-long career as a pediatric dentist. 

This personal insight fuels his dedication to empowering dentists to navigate their legal challenges and achieve their practice goals. In doing so, Ali has helped thousands of doctors open their practices while maintaining legal compliance. 

Ali is frequently quoted and contributes articles to dental publications, including the California Dental Society, Progressive Dentist, Progressive Orthodontists, Dentistry Today, Dentaltown, and The New Dentist magazines, further showcasing his commitment to the dental community.