How to Form a California Veterinary Corporation: A Practical Legal Guide for DVMs

California is one of the friendliest states in the country for corporate ownership of veterinary practices—and at the same time one of the most heavily regulated. On one hand, recent changes to the Veterinary Medicine Practice Act expressly allow non-veterinarians, corporations, and LLCs to own veterinary premises and employ veterinarians. On the other hand, the Veterinary Medical Board (VMB) retains sweeping authority over licenses, facilities, and the “responsible licensee manager,” and it can discipline the corporation itself if business decisions interfere with animal care.

Layered on top of that is the Moscone-Knox Professional Corporation Act, which allows veterinarians to practice through a professional corporation—a special kind of California corporation whose owners and decision-makers are themselves licensed professionals.

This guide focuses on that latter vehicle: the California veterinary professional corporation (often called simply a “veterinary corporation”). If you want a practice that is owned and controlled by veterinarians, rather than by a consolidator or general business entity, this is the structure that most closely aligns with that philosophy.

Should You Use a Veterinary Professional Corporation at All?

Before you draft Articles of Incorporation, it’s worth taking a step back. In California, veterinary practices can now be structured at least three different ways:

• A veterinarian-owned professional corporation under the Moscone-Knox Act and Article 6 of the Veterinary Medicine Practice Act (Bus. & Prof. Code §§4910–4917).
• A general corporation or LLC that owns the premises and employs veterinarians, subject to new statutory rules prohibiting interference with clinical judgment (e.g., Bus. & Prof. Code §4826.3 and related provisions).
• A sole proprietorship or partnership owned directly by one or more DVMs.

When a Veterinary Professional Corporation Makes Strategic Sense

A professional corporation is usually the right fit if:

• You want all equity, voting power, and formal control to stay in the hands of veterinarians.
• You’re building a practice with multiple DVM owners and want a clean, statutory framework for share ownership, forced buyouts upon license loss, and board control.
• You plan to brand and grow the practice around professional identity and reputation, not just as a generic pet-care “brand” that could later be sold to a consolidator.
• You want a structure that the VMB instantly recognizes as a professional entity governed by Moscone-Knox, with clear statutory authority under Article 6.

It also offers the usual corporate advantages: limited liability for ordinary business debts, continuity of the entity when owners change, and flexibility in choosing C-corp or S-corp tax treatment. It does not shield any veterinarian from personal liability for their own malpractice—that is explicitly preserved under the professional corporation statute.

When You Might Prefer a Different Structure

A veterinary professional corporation is probably not the right vehicle if:

• You want non-veterinarian equity or control—for example, a spouse, private-equity fund, or consolidator holding shares. The veterinary corporation statutes assume that shareholders, directors, and most officers are licensed professionals, and they cross-reference Moscone-Knox’s “licensed person” concept.
• You’re aligning with a corporate consolidator that wants to roll multiple practices into a common parent entity. Those deals usually use a general corporation or LLC, with DVMs as employees, contractors, or minority partners in a separate MSO structure.
• You’re operating mainly outside California and only lightly in-state, and you’d rather keep your main entity in another jurisdiction and register in California as a foreign corporation instead of creating a California professional corporation.
• You’re a solo vet who just wants a small practice or house-call business and doesn’t care about equity sharing; in some cases, a simple sole proprietorship or single-shareholder general corporation (still subject to VMB rules) may be adequate.

A useful way to think about it: professional corporation = vet-owned and vet-controlled; general corporation = business-owned with a DVM manager “plugged in.” California now allows both models, but regulates them differently.

The Legal Framework: Moscone-Knox + Veterinary Medicine Practice Act

Two statutory regimes intersect here. Understanding both will make the rest of the process much clearer.

Moscone-Knox Professional Corporation Act

The Moscone-Knox Act (Corp. Code §§13400–13410) is California’s general statute for professional corporations. Among other things, it:

• Defines a professional corporation as a corporation organized to render professional services by licensed persons.
• Requires that only “licensed persons” in the same profession can be shareholders, subject to a few profession-specific exceptions.
• Treats a licensee who loses their license as a “disqualified person,” and cuts off their right to receive income from professional services while disqualified.
• Makes clear that the entity does not shield individual licensees from liability for their own malpractice, though it does limit exposure for partners’ malpractice and ordinary business debts.
• Allows each licensing board to regulate professional corporations in its own field.

Article 6: Veterinary Corporations

Article 6 of the Veterinary Medicine Practice Act (Bus. & Prof. Code §§4910–4917) takes Moscone-Knox and applies it specifically to veterinary corporations. In particular:

• Section 4910 defines a “veterinary corporation” as a corporation authorized to render veterinary services and organized under Moscone-Knox.
• Section 4911 subjects the corporation to the Veterinary Medical Board’s jurisdiction, just as an individual licensee would be.
• Section 4912 provides that, except for narrow Corporations Code carve-outs, each shareholder, director, and officer of a veterinary corporation must be a “licensed person”—here, a California-licensed veterinarian.
• Section 4913 authorizes the Board to suspend or revoke the corporation’s right to practice if the corporation does, or fails to do, anything that would be unprofessional conduct for an individual veterinarian.

Those sections essentially say: if you choose the professional corporation path, you are putting your entity directly under the VMB’s professional discipline umbrella.

At the same time, other provisions in the Practice Act (including §4853 on premises registration and the “responsible licensee manager”) regulate any entity that owns or operates a veterinary premises—professional corporation, general corporation, LLC, or otherwise.

Ownership, Control, and the Role of the “Responsible Licensee Manager”

Who May Own and Govern a Veterinary Corporation

Article 6 and Moscone-Knox work together to produce a fairly simple rule set for professional corporations:

• Shareholders – In practice, treat this as “California-licensed veterinarians only.” The statute ties eligibility to the Moscone-Knox “licensed person” definition and does not create a detailed list of allied professions allowed minority stakes (unlike medical or psychology corporations).
• Directors and core officers – Members of the board and principal officers (president, vice-president, secretary, treasurer/CFO) are expected to be licensed veterinarians. Assistant secretary or assistant treasurer positions may be filled by non-licensees handling administrative work.
• Disqualified persons – A veterinarian who loses or surrenders their license becomes disqualified. They cannot receive income from professional services rendered while disqualified, and your bylaws and shareholder agreements are expected to provide a path to redeem their shares within a reasonable period.

California has not built a formal “multi-profession” share table for veterinary corporations the way it has for, say, medical corporations. There is no statutory list of MDs, RVTs, or other professionals who may own a fixed minority percentage. The conservative, VMB-friendly posture is to keep ownership and board power entirely in DVM hands.

Non-Veterinarian Participation

Non-licensees can absolutely work in, and with, the corporation:

• They can be employees (practice manager, technicians, receptionists, finance staff).
• They can be contracted service providers (bookkeepers, marketing firms, management companies), as long as financial arrangements don’t cross into unlawful fee-splitting or interference with professional judgment.
• They can hold administrative corporate titles such as assistant secretary or assistant treasurer, but not voting board seats that control professional decisions.

If you want spouses, consolidators, or non-DVM investors to hold true equity, then you are drifting out of the professional corporation lane and into general corporate or MSO territory, which brings a different risk profile and regulatory analysis.

The Responsible Licensee Manager and Premises Registration

Separate from the corporate law, the Practice Act requires every registered veterinary premises to designate a responsible licensee manager—the veterinarian on record who is accountable to the Board for what happens in that facility. Bus. & Prof. Code §4853 and related legislation make clear that:

• Each registered premises (hospital, mobile unit, kennel, etc.) must list its owners and identify a responsible licensee manager.
• That manager must hold an active, unrevoked license in good standing.
• Changing the responsible licensee manager requires application to the Board; you can’t simply swap them informally.
• The Board can withhold, suspend, or revoke premises registration when the listed manager is no longer actually responsible for the premises.

In a veterinary corporation, the responsible licensee manager is often a shareholder-vet, but not always. Either way, your corporate documents need to respect the fact that this person carries statutory responsibility for the premises, and the Board will look to them first when something goes wrong.

Choosing and Clearing a Corporate Name

For veterinary corporations, there isn’t a special “veterinary” naming statute parallel to, say, pharmacy corporations. You’re primarily dealing with general corporate naming rules administered by the Secretary of State:

• The name must include a corporate designator such as “Corporation,” “Incorporated,” “Company,” or an abbreviation (Corp., Inc., Co.).
• It must be distinguishable on the SOS records from existing entity names.
• It cannot falsely suggest government affiliation or use restricted words (like “bank”) without authorization.

From a practical perspective, most practices choose a name that makes the professional nature obvious—examples:

• “Sierra Animal Hospital, Inc.”
• “Bayview Veterinary Corporation”
• “Coastal Small Animal Veterinary Corporation”

You can check name availability and file everything online through the Secretary of State’s BizFile portal. A formal name reservation is available for a small fee if you’re not ready to file Articles immediately, but if you’re prepared to move forward, it usually isn’t necessary.

Filing Articles of Incorporation as a Professional Corporation

You form the entity by filing Articles of Incorporation – Professional Corporation (Form ARTS-PC) (or a custom-drafted equivalent) with the Secretary of State.

Key elements to include in your Articles:

• Professional-corporation statement – A clause stating that the corporation is a professional corporation within the meaning of Corporations Code §13401 and is organized to render veterinary services.
• Specific purpose – Many lawyers use language along these lines:
  

  “This corporation is a professional corporation organized under the Moscone-Knox Professional Corporation Act (Corporations Code §§13400 et seq.) for the purpose of engaging in the practice of veterinary medicine as defined in the California Veterinary Medicine Practice Act (Bus. & Prof. Code §4800 et seq., including Article 6, §§4910–4917), and related lawful activities.”

• Agent for service of process – A California individual or registered agent service that can accept legal papers on the corporation’s behalf.
• Share structure – Authorized number of shares and par value (if any). For closely held practices, this is often a modest round number (e.g., 1,000 no-par shares).

The filing fee for Articles of Incorporation is currently $100, and online filings through BizFile tend to be processed significantly faster than mail. Once accepted, the Secretary of State will issue an entity number and a filed-stamped copy of the Articles.

Bylaws, Buy-Sell, and Veterinary-Specific Governance

The Articles create the corporation; the bylaws and shareholder agreements determine whether it will actually function in a way that satisfies the statutes and the Veterinary Medical Board.

At minimum, your bylaws should:

• Restrict share ownership, voting rights, and directorships to California-licensed veterinarians, tracking the language of Article 6 and Moscone-Knox.
• Define what happens if a shareholder’s license is suspended, revoked, voluntarily surrendered, or lapses, treating them as a disqualified person and triggering mandatory redemption of their shares.
• Address death, disability, and retirement of shareholders through a buy-sell mechanism: valuation method (book value, appraisal, earnings multiple), funding (cash, installment note, key-person life insurance), and timing.
• Incorporate clear transfer restrictions and rights of first refusal, so that shares cannot be transferred to non-veterinarians or to veterinarians the remaining shareholders aren’t willing to accept as co-owners.
• Provide for indemnification and D&O protection where appropriate, recognizing that malpractice liability for individual professional acts cannot be waived but business-decision exposure can be mitigated.

A separate shareholder agreement often goes deeper on valuation formulas, tag-along/drag-along rights, and dispute-resolution mechanisms. For a multi-doctor practice, this document is at least as important as your lease.

Secretary of State Compliance: Statement of Information

Within 90 days of filing the Articles, every California stock or professional corporation must file an initial Statement of Information (Form SI-550) and then update it every two years.

That filing discloses:

• The corporation’s principal office and mailing address
• The names and addresses of the CEO (or president), secretary, CFO/treasurer, and all directors
• The agent for service of process

For a veterinary corporation, this is where the statutory requirement that directors and officers be licensed veterinarians becomes very visible. If you list a non-DVM as a director or core officer, you’ve created a paper trail that conflicts with Article 6 and Moscone-Knox.

Failing to file Statements of Information triggers late fees and eventually suspension of corporate status—exactly the kind of technical noncompliance that can be used against you if litigation or Board scrutiny arises.

Premises Registration with the Veterinary Medical Board

Filing Articles with the Secretary of State does not authorize you to start seeing patients. For that, you need a registered veterinary premises license for each location, issued by the Veterinary Medical Board.

The premises application will require, among other things:

• The legal name of the owner/operator (your corporation) and its entity type
• The physical location and proposed name of the hospital or facility
• Identification of each owner and operator
• The name and license number of the responsible licensee manager, who is the veterinarian accountable to the Board for that premises
• Attestations about compliance with the Practice Act and the Board’s regulations

The Board can—and does—discipline both individual veterinarians and corporate premises registrations when it finds unprofessional conduct, inadequate supervision, poor record-keeping, substandard facilities, improper delegation to RVTs, or other violations. If the corporation does something that would get an individual veterinarian in trouble, the Board can suspend or revoke the corporation’s right to practice as well.

Practically, that means your corporate business decisions must always be filtered through the professional-standards lens: staffing, scheduling, pricing, and marketing cannot compromise animal care or statutory duties.

Tax Treatment and the $800 Minimum Franchise Tax

From the Franchise Tax Board’s perspective, a veterinary corporation is just a corporation. That means:

• You owe an $800 minimum franchise tax for each taxable year in which the corporation exists, beginning in year one.
• If you operate as a C-corporation, you pay California’s corporate income tax (8.84% on net income) on top of the $800 minimum, and the corporation itself pays federal corporate income tax as well.
• If you elect S-corporation status (and all shareholders qualify), the corporation pays California’s 1.5% S-corp franchise tax (with the same $800 minimum), but federal income flows through to the DVM shareholders.

Regardless of tax classification, the usual sequence applies:

1. Obtain an EIN from the IRS.
2. Open a dedicated corporate bank account and keep business funds separate from personal accounts (commingling is one of the fastest ways to undermine limited liability).
3. Make estimated tax payments if you expect to owe more than the minimum.
4. File annual California Form 100 (C-corp) or 100S (S-corp) and the federal Form 1120 / 1120-S.

For a small practice with actively working owner-vets, S-corp election is often the default starting point, but it’s worth modeling with a CPA who understands professional practices.

Corporate Transparency Act / BOI Reporting – 2025 Snapshot

Many veterinarians have been understandably anxious about the federal Corporate Transparency Act and its Beneficial Ownership Information (BOI) reporting regime. As of 2025, after litigation and regulatory pushback, FinCEN has adopted an interim rule that exempts U.S-formed domestic corporations and LLCs from BOI reporting, at least for now.

That means a typical California veterinary corporation owned by U.S.-person DVMs does not have an active BOI filing obligation under current rules. Foreign-formed entities registered to do business in the U.S. are treated differently and may still have BOI duties. The situation has been fluid; if BOI reporting resurfaces for domestic entities, it will simply become another item on the compliance calendar next to tax returns and Statements of Information.

Employment, Delegation, and Corporate Practice Constraints

Even if you choose the professional corporation path, you’re still operating inside the broader corporate practice of veterinary medicine regime that now explicitly allows non-veterinary ownership but forbids interference with clinical judgment. Recent statutory changes:

• Recognize that corporations and LLCs may own veterinary premises and employ veterinarians.
• Prohibit owners—whether DVMs or not—from dictating diagnoses, treatments, or other professional judgments, or from retaliating against veterinarians who put animal-care obligations first.
• Give the VMB authority to discipline premises where business practices undermine professional standards.

For a veterinary corporation, this translates to some simple but non-negotiable operational norms:

• Let the responsible licensee manager and attending veterinarians call clinical shots without pressure tied to revenue targets.
• Keep delegation to RVTs and assistants within the scope the Practice Act and regulations allow; corporate “efficiency” cannot justify unauthorized practice.
• Treat record-keeping, informed consent, and follow-up as professional duties, not optional “nice-to-haves” that can be sacrificed to speed.

Compliance Calendar and Ongoing Maintenance

Once you’re through formation and licensing, the real work is simply staying organized. A typical veterinary professional corporation will maintain:

• Every 2 years – Secretary of State Statement of Information (SI-550).
• Every year –
  • VMB premises renewal for each location (and any required continuing-education attestations for individual licenses).
  • Federal and state corporate tax returns, plus the $800 California minimum franchise tax.
  • Local business license renewals and any county/city tax filings.
• Ongoing –
  • Board notice and premises application if the responsible licensee manager changes.
  • Maintaining adequate professional and general liability insurance.
  • Documenting board and shareholder decisions, especially those involving ownership changes, buyouts, or major capital commitments.

The recurring theme: keep corporate paperwork current, keep tax and registration obligations met, and keep professional standards front and center in every business decision.

Conclusion

A California veterinary professional corporation sits at the intersection of three regimes: corporate law, tax law, and professional regulation. Done correctly, it gives veterinarians a durable, flexible vehicle for owning and governing their own practices, sharing equity among colleagues, and planning for succession—all while preserving professional autonomy and meeting the Veterinary Medical Board’s expectations.

Done casually—without attention to ownership restrictions, premises registration, responsible licensee manager obligations, and the realities of VMB discipline—it can become an expensive and fragile shell that fails the first time something goes wrong.

If your long-term vision is a practice that is owned and controlled by veterinarians, not by financiers or consolidators, the veterinary professional corporation is still the most coherent way to express that vision in California law. Take the time to structure it carefully, draft serious bylaws and buy-sell terms, organize your tax posture, and align your corporate decisions with the professional standards in the Veterinary Medicine Practice Act. Your future self, your colleagues, and your patients will all benefit from the extra care you put in at the formation stage.

This guide provides general legal information.  Laws and regulations change frequently. This information is not legal or tax advice for your specific situation.