Choosing Your Business Entity
The most popular structure for small practices: form a PLLC (or PC in states like California), then elect S-Corp taxation once income exceeds ~$100K. This gives you liability protection, pass-through taxation, AND self-employment tax savings.
Your entity structure affects liability protection, taxation, ownership rules, credentialing, and compliance with your state's Corporate Practice of Medicine (CPOM) doctrine. Most states require physicians to form a professional entity (PC, PA, or PLLC) rather than a standard LLC. Here is how the major entity types compare for a small medical practice:
| Entity Type | Pros | Cons | Comments |
|---|
| Sole Proprietorship | Simplest to set up. No state filings. Minimal paperwork. | Zero liability protection — your personal assets (home, savings, investments) are fully exposed to malpractice and business debts. Full 15.3% self-employment tax on all net income. | Not recommended for medical practices. The liability exposure alone disqualifies this for any clinical business. |
| General Partnership | Easy to form. Pass-through taxation. | Worst liability exposure — each partner is personally liable for the acts and debts of ALL other partners. Full 15.3% SE tax. | Never use for a medical practice. If your partner commits malpractice, your house is on the line. |
LLC / PLLC (default tax treatment) | Good liability protection (personal assets shielded from business debts and other members' malpractice). Simple formation and low compliance burden. Flexible profit-sharing. Easy to add members later. | Full 15.3% SE tax on all net earnings (12.4% Social Security up to $184,500 wage base in 2026, plus 2.9% Medicare with no cap, plus 0.9% Additional Medicare Tax above $250K MFJ). Many states require PLLC specifically for physicians. | Great starting point. Form a PLLC in states that offer it. All owners must hold professional licenses. Note: does NOT protect you from your own malpractice — only from other members' malpractice. You still need malpractice insurance. |
LLC/PLLC with S-Corp Election (IRS Form 2553) | Same liability protection as LLC/PLLC, but major SE tax savings: you pay yourself a “reasonable salary” (subject to FICA), then take remaining income as distributions NOT subject to the 15.3% SE tax. For a physician netting $400K with $200K salary, that’s roughly $5,800–$7,600/year saved in Medicare taxes alone. | Must run payroll (W-2s, payroll tax filings). Separate corporate tax return (Form 1120-S). Must set a “reasonable salary” — the IRS scrutinizes physicians closely; too low triggers reclassification plus penalties. QBI deduction (Section 199A) only applies to K-1 distributions, not your W-2 salary, reducing the potential deduction. | ⭐ Most popular structure for small physician practices. The typical path: form a PLLC, operate as default pass-through during startup, then file Form 2553 to elect S-Corp taxation once net income consistently exceeds $80K–$100K. Below that threshold, the payroll and filing costs usually outweigh the SE tax savings. |
Professional Corporation (PC/PA) (with S-Corp election) | Strongest case-law history for liability protection. Required in California (no PLLC option) and some other states. Can elect S-Corp taxation for same SE tax benefits as above. | Higher compliance burden: board of directors, corporate minutes, annual meetings, bylaws. More expensive to set up and maintain. Defaults to C-Corp (double) taxation if you forget to file the S-Corp election. | Use this if your state requires it (California, some others). Otherwise, the PLLC + S-Corp election achieves the same result with less paperwork. Always pair with the S-Corp election to avoid double taxation. |
| C-Corporation | Flat 21% federal corporate tax rate. Unique ability to provide tax-free fringe benefits (health insurance, group life, education assistance) that S-Corp >2% shareholders cannot deduct the same way. Useful in dual-entity structures for high earners. | Double taxation — profits taxed at 21% at the corporate level, then again as personal income when distributed as dividends. Effective combined rate can exceed 40%. No pass-through of losses. | Rarely used as the primary entity for small practices. Some high-earning practices use a C-Corp management company alongside an S-Corp clinical entity to capture specific fringe benefit deductions — consult a healthcare CPA before attempting this. |
Pass-Through Taxation & Your Household Income — What You Need to KnowWith any pass-through entity (LLC, PLLC, S-Corp, partnership), your practice income flows onto your personal tax return. If you’re married filing jointly, this income
stacks on top of your spouse’s W-2 income, pushing your household into higher marginal tax brackets. For example, if your spouse earns $150K and your practice nets $250K, your combined taxable income (~$368K after the standard deduction) pushes you through the 22% and 24% brackets and into the 32% bracket. Every dollar of practice income is taxed at whatever marginal rate your household is already in.
Key tax considerations for physician practice owners:Self-Employment Tax Savings (the #1 reason to elect S-Corp): Without S-Corp election, you pay 15.3% SE tax on ALL net earnings. With S-Corp election, only your “reasonable salary” is subject to FICA — distributions above that are not. For physicians, the savings come mainly from Medicare tax (2.9%) on distributions, since reasonable physician salaries ($200K+) already exceed the Social Security wage base ($184,500 in 2026). Over a career, this can save hundreds of thousands of dollars.
QBI Deduction (Section 199A): The 20% Qualified Business Income deduction was made permanent by the One Big Beautiful Bill Act (2025). However, healthcare is classified as a “Specified Service Trade or Business” (SSTB), meaning the deduction phases out at higher incomes: for 2026, the full deduction is available below $403,550 (MFJ) and fully gone above $553,550 (MFJ). Most physician households with a working spouse will exceed these thresholds, losing the deduction entirely. Also note: W-2 wages you pay yourself from an S-Corp do NOT count as QBI — only the K-1 pass-through portion qualifies.
Additional Medicare Tax (0.9%): Applies to earned income (W-2 wages + SE income) above $250K for MFJ filers. With S-Corp election, this applies only to your W-2 salary — distributions are exempt. Without S-Corp, it applies to all SE income above the threshold.
Net Investment Income Tax (NIIT, 3.8%): If you materially participate in your practice (virtually all practicing physician-owners do), your practice income is exempt from NIIT. However, your high MAGI can cause your other investment income (dividends, capital gains, rental income) to be subject to this 3.8% surtax.
SALT Cap & PTE Tax Elections: The SALT deduction cap was raised to $40,000 for 2025–2029 (phasing down for MAGI over $500K). Over 36 states now offer Pass-Through Entity Tax (PTET) elections, allowing your practice to pay state tax at the entity level — fully deductible for federal purposes, bypassing the SALT cap entirely. Ask your CPA if your state offers this.
The Bottom Line: Form a PLLC (or PC where required). Operate as a simple pass-through during your startup phase. Once net income consistently exceeds $80K–$100K, file IRS Form 2553 to elect S-Corp taxation and start paying yourself a reasonable salary via payroll. This is the path most healthcare CPAs and attorneys recommend, and it’s what the majority of small physician practices use. Key outputs from this step: entity formed with correct professional designation, legal business name confirmed (matching your master data sheet exactly), EIN obtained, and ownership details documented — credentialing applications will ask for all of this.