How to Form a California Chiropractic / Physical Therapy Professional Corporation
- Decide which professional corporation you are actually forming: chiropractic (DC-only) or physical therapy (PT-only).
- If you are planning a joint DC / PT clinic, decide whether you will: share one PC with carefully-structured cross-ownership, or run sibling PCs with a management services entity between them.
- Confirm that every clinical owner holds a current California license in their profession. Out-of-state licensure alone is not enough.
- Sketch your cap table on day one and at maturity. Who actually needs equity vs. just compensation or a bonus pool?
- Choose your default tax posture: S-Corporation for most actively practicing DC / PT owners, or C-Corporation if you intend to retain earnings aggressively.
- Decide whether any allied professionals (for example MDs or psychologists in a chiropractic PC) will hold minority equity, subject to the ≤ 49% combined ceiling for non-chiropractic shareholders.
- At least 51% of the shares (and generally the voting power) must be held by California-licensed chiropractors.
- A limited list of other licensed professionals (for example physicians, podiatrists, psychologists, registered nurses, optometrists, certain behavioral-health licenses and midwives) may own shares or serve as directors / officers, but combined they cannot exceed 49% of the outstanding shares.
- No non-professional investors, no family LLCs, and no private-equity funds as shareholders. Only natural persons with qualifying licenses.
- A one-doctor chiropractic PC may have a single shareholder who is also the sole director and serves as both president and treasurer.
- Physical therapy corporations follow the same Moscone-Knox architecture: the majority of shares and votes must be held by California-licensed physical therapists.
- Certain other healing-arts licensees may be permitted minority owners under Corporations Code § 13401.5, but the PT majority and “licensed person only” rules still apply.
- The board of directors and the president must be licensees. Other officer roles can sometimes be filled by non-clinicians, but control over clinical decisions must stay with PTs.
- In a mixed DC / PT practice using a single PC, you must preserve majority control by the principal profession and stay within each board’s ownership limits.
- Clarify scope and entity choice. Decide whether you are forming a chiropractic PC, a physical therapy PC, or both (via separate entities), and confirm that a professional corporation, not a general stock corporation or LLC, is the correct vehicle.
- Lock down the name. Check Secretary of State availability and licensing-board naming rules. Avoid implied government affiliation, confirm that the professional designation is properly used, and consider reserving the name if you are not ready to file immediately.
- Draft Articles of Incorporation (ARTS-PC). Use the professional-corporation form and embed language that: (a) elects Moscone-Knox status, and (b) limits the corporation’s purpose to rendering chiropractic and/or physical therapy services and related lawful activities.
- File Articles and obtain the entity number. File ARTS-PC through BizFile Online, pay the filing fee, and calendar the date that starts your Statement of Information and tax deadlines.
- Hold the organizational meeting. Adopt bylaws and a shareholder agreement that incorporate: ownership restrictions, transfers only to permitted licensees, mandatory buy-sell on death or loss of license, valuation formulas, and decision-making mechanics between clinical leadership and business management. Elect the initial board, appoint officers, and issue shares.
- Handle federal and state tax infrastructure. Apply for an EIN, open a dedicated corporate bank account, register with the Franchise Tax Board, calendar the $800 minimum tax, and file the S-Corp election if that is your chosen tax posture.
- Complete board-level and payer compliance. File any required professional-corporation forms with the Board of Chiropractic Examiners or Physical Therapy Board of California, ensure each licensee-shareholder is properly linked to the PC, update professional letterhead and patient-facing materials, and align payer contracts and malpractice insurance with the new entity.
- File the Statement of Information with the Secretary of State within 90 days of incorporation and then on the required cycle (for stock corporations, generally annually in the anniversary month).
- Pay the $800 minimum franchise tax and file corporate income-tax returns (Form 100 or 100S) on time.
- Renew individual professional licenses and complete mandatory continuing education. If any shareholder’s license lapses or is disciplined, trigger the buy-sell provisions immediately.
- Hold at least annual board and shareholder meetings, document major decisions in minutes, and keep the stock ledger up to date when ownership changes.
- Review malpractice, general liability and workers’ compensation coverage annually, especially if you add locations or services.
California’s corporate practice rules are especially unforgiving with allied health professions like chiropractic and physical therapy. You’re dealing with three overlapping regimes at once:
- The Moscone–Knox Professional Corporation Act in the Corporations Code
- Your profession’s practice act in the Business & Professions Code
- The chiropractic or physical therapy board’s regulations, policies, and forms
If you get the structure wrong at the entity level—wrong shareholders, wrong name, wrong filings—you can have a perfectly “good” corporation from the Secretary of State’s perspective that is flatly non-compliant from the Board’s perspective.
This guide walks through how to structure and form:
- A California Chiropractic Professional Corporation; and
- A California Physical Therapy Professional Corporation
with an emphasis on ownership restrictions, formation steps, and common traps that lead to Board problems or forced restructuring.
Contents
ToggleProfessional Corporation Basics: The Moscone–Knox Framework
Both chiropractic corporations and physical therapy corporations are built on top of the same chassis: the Moscone–Knox Professional Corporation Act, Corporations Code §§13400–13410.
At a high level, Moscone–Knox does four things:
- Defines “professional corporations” – entities organized to render professional services by licensed persons.
- Requires that control remain with licensees – ownership and governance must stay in the hands of people licensed in the profession for which the corporation is organized.
- Clarifies liability – the corporation does not shield individual licensees from liability for their own professional negligence; it only protects against general business debts and other people’s malpractice.
- Delegates enforcement to the boards – each profession’s licensing board becomes the “governmental agency” with power to regulate corporations in that profession.
For physical therapy corporations, the Physical Therapy Board is expressly identified as the governmental agency referred to in Moscone–Knox, with authority to regulate and discipline PT corporations that violate the Act or the Physical Therapy Practice Act.
For chiropractors, the Chiropractic Practice Act has a parallel article on chiropractic corporations (Bus. & Prof. Code §§1050–1058), tying those corporations back into Moscone–Knox and giving the Board of Chiropractic Examiners regulatory authority over them.
The upshot: “Forming a corporation with the Secretary of State” is step one, not the whole story. Chiropractic and PT corporations live or die at the board level, not the Secretary of State.
Should You Even Use a Professional Corporation?
Before you start filing ARTS-PC, it’s worth asking whether a chiropractic or PT professional corporation is actually the right vehicle.
When a Professional Corporation Makes Sense
A chiropractic or PT corporation usually is appropriate when:
- You’re a California-licensed chiropractor or physical therapist planning to practice in your own name or under your own brand, and you want corporate-style limited liability for leases, staff, and vendor contracts.
- Your co-owners are also licensees in your profession and you’re comfortable with the idea that non-licensed spouses, investors, or “silent partners” cannot own shares.
- You’re building a profession-centric practice where professional autonomy is paramount: clinical decisions and professional standards come first, business questions second.
- You’re planning a multi-location practice and want a single entity to hold contracts and possibly employ other licensed professionals, within the limits described below.
For physical therapists in particular, AB 1000 (2013) moved the profession decisively into the professional-corporation lane: PTs practicing through corporations are expected to use a physical therapy corporation, not a generic C-corp.(Lexology)
When It’s the Wrong Tool
A chiropractic or PT professional corporation is probably not the right structure if:
- You want meaningful non-licensee equity (e.g., spouse, private equity, VC, a non-healthcare business partner). Moscone–Knox and the profession-specific statutes hard-cap who can own voting stock.
- You’re trying to build a business-first, multi-disciplinary platform where chiropractic or PT services are just one line of business (e.g., med-spa/fitness/retail hybrid). That may call for a more complex “MSO + professional corporation” structure or a different lead profession.
- You’re essentially operating outside California and only touching the state occasionally; the $800 minimum franchise tax and California’s aggressive “doing business” standards may make a California professional corporation an unnecessary tax drag.
Alternatives you might consider:
- Sole proprietorship under your own name (least formal; no entity-level liability shield).
- General partnership between multiple licensees (again, no entity shield).
- Being an employee of someone else’s professional corporation (e.g., a medical group, another chiropractic corporation, or a PT corporation that your own professional corporation contracts with).()
For PTs, AB 1000 explicitly allows physical therapists to be officers, directors, minority shareholders, and professional employees of medical and podiatry corporations, so you can plug into a physician-led structure instead of running your own PC if that’s strategically better.()
Chiropractic vs Physical Therapy Corporations: Legal Frameworks
Although both entities ride on Moscone–Knox, the details differ.
Chiropractic Corporations
The Chiropractic Practice Act includes an article on “Chiropractic Corporations” (Bus. & Prof. Code §§1050–1058). In practice, three pieces matter most:
- Registration with the Board of Chiropractic Examiners
You don’t just file Articles with the Secretary of State and call it a day. A chiropractic corporation must obtain a Certificate of Registration from the Board before it can render chiropractic services through the corporation’s name. The Board’s corporation registration materials emphasize that practicing as a corporation without that certificate is unprofessional conduct. - Name and DBA restrictions
The chiropractic corporation name must include:- The full surname of one or more shareholders;
- The word “Chiropractic”; and
- A corporate designator such as “Corporation,” “Incorporated,” or “Company” (or an abbreviation).
The Board historically has not permitted DBAs or fictitious business names for chiropractic corporations; you practice under the exact corporate name on your Board certificate, not a separate trade name.
- Ownership and governance must remain in chiropractor hands
By statute and Board rule, a chiropractic corporation must be controlled by chiropractors, with only limited minority participation by certain other licensed professionals (discussed below).
Physical Therapy Corporations
Physical therapy corporations are newer. They were essentially “switched on” by AB 1000, which simultaneously:
- Loosened direct-access rules for PT treatment; and
- Amended Corporations Code §13401.5 to recognize physical therapy corporations as a class of professional corporation and designate the Physical Therapy Board of California as their supervising agency.
Key points from the PT side:
- A PT corporation must comply with both Moscone–Knox and the Physical Therapy Practice Act, and failure to do so constitutes unprofessional conduct.
- AB 1000 put physical therapy corporations into the list of “designated professional corporations” in Corporations Code §13401.5. That list generally requires that a majority of outstanding shares and a majority of directors be licensees in the primary profession (here, physical therapy), with up to 49% combined minority ownership for specifically enumerated other licensees.)
- The Physical Therapy Board treats the corporation as a regulated licensee for discipline purposes, not just a shell.
Who Can Own, Direct, and Control These Corporations?
This is where most of the structuring work happens.
Chiropractic Professional Corporations – Ownership Rules
Under Moscone–Knox and the Chiropractic Practice Act:
- Shareholders must be licensed professionals: The “licensed persons” who are eligible to be shareholders, directors, and officers are chiropractors and a limited set of other healing arts licensees cross-referenced in Corporations Code §13401.5 and the Chiropractic Act.(Lexology)
- Chiropractors must always own the majority: Chiropractors must hold more than 50% of the outstanding shares and voting power and must constitute a majority of the board of directors.
The non-chiropractic licensees who may (within limits) own minority stock in a chiropractic corporation generally include certain physicians, podiatrists, psychologists, acupuncturists, and a handful of other licensed healing arts professionals, aggregated up to 49% of the outstanding shares.
Common consequences:
- No non-licensed spouses, parents, or friends as shareholders. Even if they contribute capital or “help run the business,” they cannot own stock.
- No pure investment funds as owners: LLCs, corporations, and funds themselves are not “licensed persons.” Only natural persons with licenses in the permitted professions can own shares.
- Board composition must track ownership: If you bring in a non-chiropractic licensed co-owner, you still need chiropractors to hold the board majority.
Non-licensees can still be employees (office manager, COO, marketing lead), but they do not hold ownership or governance power.
Physical Therapy Professional Corporations – Ownership Rules
Physical therapy corporations are governed by the same majority-licensee logic, but with a broader cross-profession matrix because of AB 1000 and Corporations Code §13401.5.
In broad strokes:
- Physical therapists must hold the majority – A majority of the outstanding shares and a majority of the directors must be licensed physical therapists.
- Certain other health-care licensees can collectively own up to 49% – AB 1000 added about ten categories of licensees who may be shareholders, officers, directors, and professional employees of a physical therapy corporation, including physicians and surgeons, podiatrists, acupuncturists, naturopathic doctors, occupational therapists, speech-language pathologists, audiologists, registered nurses, psychologists, and physician assistants.()
Important nuance from AB 1000 and §13401.5: those same provisions also allow PTs to be officers, directors, minority shareholders, and professional employees of medical corporations and podiatry corporations, and conversely allow those other professionals to hold minorities in PT corporations—subject always to the “majority of shares and directors must be PTs” rule in a PT corp.()
What about chiropractors in PT corporations (and PTs in chiropractic corporations)?
- After AB 1000, Corporations Code §13401.5 was amended to say that any of the designated professional corporations may employ any person licensed under Division 2 of the B&P Code, the Chiropractic Act, or the Osteopathic Act.
- That means a PT corporation can now employ a chiropractor, and a chiropractic corporation can employ a PT, even if that particular license type is not named in the cross-ownership list for shareholders. But employment ≠ ownership. The shareholder rules still control stock.
So the practical rule of thumb:
- Employees – You can employ a wide range of licensees (including DCs and PTs).
- Owners / directors / officers – You are limited to the professions explicitly listed for that type of corporation in §13401.5 and the profession-specific statutes, and you must preserve a majority of shares and directors for the primary profession.
Again: no non-licensed spouses or funds as equity holders.
Employees vs Owners vs “Silent Partners”
Because non-licensees can’t own stock, people often try to simulate equity using side agreements:
- Revenue-share or profit-share with a non-licensed spouse;
- “Consulting agreements” that pay a percentage of gross;
- Loan agreements that convert into “effective control” rights.
Those arrangements raise fee-splitting and corporate practice issues, especially in the healthcare context. California’s anti-kickback and fee-splitting rules in Business & Professions Code §650 restrict paying compensation as consideration for referrals or for steering patients to a particular provider. If you effectively give a non-licensee a share of professional fees, you risk both corporate practice and fee-splitting violations.
The cleanest route is almost always:
- Owners and directors – only licensees allowed by statute.
- Employees and contractors – anyone you like, but compensate them on salary / flat fee / reasonable bonus structures that aren’t built on “percentage of professional fees.”
Naming Rules and Branding
Chiropractic Corporations
The chiropractic naming rules are unusually strict.
By statute and Board policy, a chiropractic corporation’s name must:
- Contain the full surname of one or more current, prospective, or former shareholders;
- Include the word “Chiropractic”; and
- Include a corporate designator such as “Corporation,” “Incorporated,” “Company,” “Corp.,” “Inc.,” or “Co.”
Examples that generally fit the pattern:
- Smith & Nguyen Chiropractic Corporation
- Coastal Spine Chiropractic, Inc. (assuming “Coastal Spine” is coupled with a shareholder surname)
In addition, the Board has historically prohibited chiropractic corporations from using separate DBAs/fictitious business names. You practice under the approved corporate name on your Certificate of Registration, not a catchy brand-only moniker.
Physical Therapy Corporations
Physical therapy naming rules track the same themes but are somewhat less idiosyncratic:
- The name must clearly indicate that the entity is practicing physical therapy (e.g., “Physical Therapy” or “Physical Therapists”) and include a corporate designator.
- The Physical Therapy Board expects names that are not misleading as to the services offered and that avoid implying specialties or credentials the licensees do not hold.
Unlike chiropractic, PT corporations can usually file fictitious business names at the county level (e.g., “Peak Performance PT”) as long as the Board’s naming standards are respected and the statutory corporate name still appears on key legal and licensing documents.
In both cases, you should:
- Search the Secretary of State database for name availability; and
- Make sure the name will be acceptable to the relevant Board before you commit to signage, branding, and marketing.
Step-by-Step: Forming the Corporation (Secretary of State Side)
The Secretary of State doesn’t care which healing arts profession you’re in; it just cares that you’re forming a professional corporation and meeting Corporations Code formalities. The process for chiropractic and PT corporations is essentially the same at this level.
Step 1 – Decide on Tax Classification (C-Corp vs S-Corp)
By default, a new California professional corporation is a C-corporation for tax purposes:
- Pays federal corporate income tax (currently a flat rate).
- Pays California franchise/income tax at 8.84% of net income, with a minimum of $800 per year.
If the ownership group qualifies, you can elect S-corporation status by filing IRS Form 2553 and the corresponding California election:
- Entity pays California S-corp tax at 1.5% of net income plus the $800 minimum;
- Income, deductions, and credits flow through to shareholders, avoiding federal “double taxation.”
Because professional corporations typically have a small, active ownership group, S-Corp status is common for both chiropractic and PT corporations, but you need to verify that:
- All shareholders are U.S. citizens or residents;
- You have no more than 100 shareholders; and
- You only have one class of stock (voting vs non-voting variants of that one class are usually fine).(San Diego Corporate Law)
Step 2 – Choose and Clear the Corporate Name
Use the California Business Search to confirm that your desired name:
- Is distinguishable from existing entities; and
- Meets your Board’s naming requirements (especially for chiropractors).
You can optionally file a Name Reservation (Form NAME-RES) to hold the name for 60 days while you draft your Articles and bylaws.
Step 3 – Draft and File Articles of Incorporation (ARTS-PC)
Use the Secretary of State’s Articles of Incorporation – Professional Corporation (ARTS-PC) form (or custom-drafted Articles with equivalent required language).
Key provisions:
- Corporate name – in full, exactly as you want it registered.
- Professional corporation statement – an express statement that the entity is a professional corporation within the meaning of Corporations Code §13401(b).
- Specific professional purpose, clearly tied to the relevant practice act. For example:
- Chiropractic: “This corporation is a professional corporation organized under the Moscone–Knox Professional Corporation Act (Corporations Code §13400 et seq.) for the purpose of rendering chiropractic services in accordance with the Chiropractic Initiative Act and the Business and Professions Code.”
- PT: “This corporation is a professional corporation organized under the Moscone–Knox Professional Corporation Act for the purpose of rendering physical therapy services in accordance with the Physical Therapy Practice Act (Bus. & Prof. Code §2600 et seq.).”
- Agent for service of process – an individual or registered corporate agent with a California street address.
- Share structure – number of authorized shares (and, if you’re aiming for S-Corp status, usually a single class of common stock).
File via BizFile Online for fastest turnaround. The base filing fee is currently $100.
Step 4 – Organizational Meeting, Bylaws, and Share Issuance
Once the Articles are filed, you hold an organizational meeting of the incorporator or initial directors to:
- Adopt bylaws;
- Appoint the initial board of directors (all of whom must be eligible licensees under your profession’s rules);
- Appoint officers (President, Secretary, Treasurer/CFO, etc.);
- Authorize issuance of shares to founding shareholders; and
- Approve initial resolutions (bank account, fiscal year, etc.).
Bylaws are where you bake in the professional-corporation-specific requirements:
- Restrictions on who can be a shareholder (chiropractors and permitted allied licensees; or PTs and permitted allied licensees) with cross-references to Moscone–Knox and the applicable practice act.
- Requirements that a majority of outstanding shares and directors always be licensees in the primary profession.
- Buy–sell provisions triggered by:
- Death of a shareholder;
- Suspension, revocation, or surrender of a professional license;
- Divorce or bankruptcy that would otherwise transfer shares to a non-licensee.
- Valuation methodology and payment mechanics when a disqualified or deceased shareholder’s stock must be redeemed.
A solid professional-corporation bylaws set in California looks very different from a generic online template; both the Moscone–Knox Act and the profession-specific statutes need to be tracked closely.
Step 5 – File Initial Statement of Information (SI-550)
Within 90 days of incorporation, file the Statement of Information (Form SI-550):
- Lists the corporation’s addresses;
- Lists the names and addresses of all directors and officers;
- Identifies the agent for service of process.
The Secretary of State does not check license status, but the chiropractic and PT boards can (and do) compare Statements of Information against the licensees they have on file. If your Statement lists a non-licensee as President of a chiropractic corporation, expect questions.
After the initial filing, you must file a Statement of Information every two years.
Step 6 – Obtain EIN and Open Bank Accounts
Apply for a federal Employer Identification Number (EIN) through the IRS website, then:
- Open a corporate bank account in the corporation’s name;
- Ensure all professional revenue and expenses run through that account, not your personal accounts (to avoid veil-piercing arguments).
Step 7 – Franchise Tax Board Registration and Ongoing Tax Compliance
Every California corporation owes at least the $800 annual minimum franchise tax, even in startup years, plus any income-based tax (8.84% for C-corps; 1.5% for S-corps).
You’ll file:
- California Form 100 (C-corp) or Form 100S (S-corp) each year;
- Federal corporate return (Form 1120 or 1120S);
- Payroll and employment tax returns if you have employees.
Board-Level Steps: Chiropractic Corporation
Once the corporate shell exists, a chiropractic corporation must satisfy the Board of Chiropractic Examiners’ own requirements.
Certificate of Registration
The Board requires chiropractic corporations to obtain a Certificate of Registration before practicing as a corporation.
The application typically requires:
- A copy of the file-stamped Articles of Incorporation;
- The corporation’s bylaws (or a declaration that they comply with statutory requirements);
- A list of all shareholders, directors, and officers, with license numbers;
- The corporate name, matching the naming rules above; and
- A modest registration fee.
Once approved, the Board issues a Certificate that must be posted in the office.
Ongoing Reporting – Special Reports
The Chiropractic Act and the Board’s regulations require corporations to report certain changes—such as:
- Changes in shareholders, officers, or directors;
- Changes in corporate address or practice locations;
- Amendments to the Articles of Incorporation.
Historically, the Board has used a “Special Report” form that must be filed within a fixed period (e.g., 30 days) of the change, plus a small filing fee.
Failing to keep the Board’s records current is an easy, avoidable basis for discipline.
Board-Level Steps: Physical Therapy Corporation
For physical therapy corporations, the Physical Therapy Board will focus on three big questions:
- Does this entity comply with Moscone–Knox and the Physical Therapy Practice Act?
- Are ownership and directors structured so that PTs hold majority control, with any minority owners limited to the enumerated professions and capped at 49%?()
- Are licensees’ financial interests and referral patterns disclosed and compliant with anti-kickback rules, especially under Bus. & Prof. Code §2406.5?()
Depending on your practice structure, you may be required to:
- Register the PT corporation with the Physical Therapy Board;
- Provide the Board a list of shareholders, directors, and officers with license numbers;
- Update the Board when ownership or control changes (similar to the chiropractic “special report” concept);
- Ensure that any PT who is both a shareholder and an employee in another licensed entity (e.g., a medical corporation) has appropriate written disclosures to patients under §2406.5 when referring to a facility in which they have a financial interest.()
AB 1000’s whole purpose was to liberalize practice structures without abandoning corporate practice safeguards. Boards continue to treat failure to follow the corporate-structure rules as unprofessional conduct, not a mere paperwork issue.()
Multi-Disciplinary Structures: Combining Chiropractic, PT, and Other Providers
Many real-world practices want some combination of:
- Chiropractic
- Physical therapy
- Medical pain management
- Sports medicine / orthopedics
- Acupuncture, massage, and other modalities
AB 1000 and §13401.5 opened the door to more flexible employment relationships, but they did not create a free-for-all for shared ownership.
Simple Scenarios
- A chiropractic corporation that employs:
- Chiropractors (shareholders/directors),
- A physical therapist (employee), and
- Massage therapists and non-licensed staff (employees).
- A physical therapy corporation that employs:
- PTs (shareholders/directors),
- An MD and podiatrist (minority shareholders and employees), and
- Chiropractors, OTs, and SLPs as employees only.(Lexology)
In both cases, employment is broad; ownership is narrow and tightly regulated.
More Complex Models – Dual PCs and MSOs
If you truly want co-owned chiropractic and PT lines of business, the usual route is:
- Form a Chiropractic Corporation, owned and controlled by chiropractors (with any permitted minority owners).
- Form a Physical Therapy Corporation, owned and controlled by physical therapists (with permitted minority owners).
- Have a separate Management Services Organization (MSO)—a non-professional general corporation or LLC—provide administrative services (leasing, billing, marketing, non-clinical staff) to both PCs under carefully drafted MSO agreements.
The two PCs can cross-employ each other’s licensees if that makes operational sense, provided each entity’s internal structure still meets its own board’s requirements.()
This approach:
- Keeps each profession’s ownership rules clean;
- Lets you share brand and back-office infrastructure;
- Gives private capital a place to sit (in the MSO), though you must stay well clear of fee-splitting and “control by non-licensees” problems.
Governance, Buy–Sell, and Risk Management
Professional corporations fail as often on internal governance as on regulatory compliance.
Mandatory Redemption on Death or Disqualification
Moscone–Knox and the profession-specific statutes assume that if a shareholder is no longer licensed, their shares cannot just sit there indefinitely.
Your bylaws and shareholder agreements should:
- Treat license suspension, revocation, or surrender as a “disqualifying event”;
- Require the corporation or remaining shareholders to redeem or purchase the disqualified shareholder’s stock within a set period (e.g., 30–90 days);
- Specify a valuation formula (book value, appraisal-based fair market value, or agreed formula tied to EBITDA or revenue); and
- Address payment terms (lump sum vs installments, use of life insurance proceeds, etc.).
The same logic applies on death: if heirs are not eligible licensees, stock must be purchased out of the estate; it cannot simply remain outstanding in non-licensee hands.
PIC-Equivalent Roles and Clinical Control
Chiropractic and PT law don’t use the “Pharmacist-in-Charge” terminology, but the same concept applies: the licensed professionals are responsible for compliance and clinical judgment, not the business entity.
Your internal documents should make clear that:
- Clinical decisions (e.g., treatment plans, referrals, when to decline care) belong to the licensed clinicians;
- Owners and managers cannot override clinical judgment to hit volume or revenue targets;
- Staffing and scheduling decisions must respect minimum professional standards, particularly where fatigue or inadequate supervision could compromise patient safety.
AB 1000’s expansion of employment relationships doesn’t insulate anyone from discipline if corporate policies push clinicians into unsafe or unlawful practices.()
Compliance Calendar: Keeping the Corporation Healthy
Once formed, you’re running two parallel compliance calendars—corporate and professional.
Corporate Compliance
For both chiropractic and PT corporations:
- Statement of Information (SI-550) – every two years with the Secretary of State.
- Franchise Tax – $800 minimum plus income-based tax, annually.
- Federal and State Income Tax Returns – annually.
- Payroll and Employment Filings – quarterly and annually if you have employees.
- Board and shareholder meetings – at least annually, with minutes retained in the corporate minute book.
Professional / Board Compliance
For chiropractic corporations:
- Chiropractic Certificate of Registration – ensure renewals and Board fees are paid;
- Special Reports – file promptly when ownership, directors, or officers change;
- Individual chiropractors must renew licenses and complete CE on schedule.
For PT corporations:
- Keep the Physical Therapy Board updated on changes to ownership and control;
- Maintain documentation of financial interest disclosures where PTs refer to facilities they have an interest in, as required by §2406.5.()
- Ensure individual PT licenses and CE are current.
Across both professions, you should periodically review:
- Bylaws and shareholder agreements (are the cross-ownership rules still being honored?);
- Employment and MSO contracts (do they inadvertently give non-licensees de facto control?);
- Marketing and referral practices (are you anywhere near fee-splitting territory?).
Common Mistakes That Trigger Board Scrutiny
Some of the recurring problems in chiropractic and PT corporations:
- Wrong entity or wrong structure
- PTs practicing through a generic C-corp after AB 1000 instead of a PT corporation, contrary to the Board’s expectations.()
- Chiropractors practicing as a “PC” with no Certificate of Registration from the Board.
- Non-licensee shareholders
- Spouse or parent given stock “for estate planning”;
- Investment fund or LLC made a shareholder;
- A non-listed licensee (e.g., a cosmetologist) given shares in a PT or chiropractic corp.
- Ignoring majority-licensee requirements
- Combining too many allied-health shareholders so that chiropractors or PTs no longer hold >50% of shares or board seats.()
- DBAs in chiropractic corporations
- Using a flashy brand name on signage and insurance contracts that doesn’t match the Board-approved chiropractic corporate name.
- Silent partnership and fee-splitting
- Side deals that effectively give a non-licensee a share of professional fees or control over hiring/firing clinicians.
- Failure to clean up disqualified shareholders
- Not redeeming shares after a shareholder’s license is disciplined;
- Allowing a suspended licensee to remain on the board.
These are solvable problems if they’re caught early in formation or in a periodic compliance review. They are much harder to fix once a complaint or Board investigation is underway.
Putting It All Together
Forming a California chiropractic or physical therapy professional corporation is not a matter of just filing ARTS-PC and ordering stock certificates. You are designing:
- A regulatory-compliant ownership and governance structure that keeps control in the hands of eligible licensees;
- An internal buy–sell and risk-management framework that anticipates death, disability, and discipline; and
- A platform that can handle realistic growth—additional licensees, multi-disciplinary services, multiple locations—without tripping corporate practice rules.
The outline, in condensed form:
- Decide whether a chiropractic or PT professional corporation is the right vehicle at all.
- Choose name and structure with both the Secretary of State and the Board in mind.
- File ARTS-PC, hold the organizational meeting, adopt profession-specific bylaws, and issue shares correctly.
- File Statements of Information and maintain clean corporate records.
- Obtain the necessary Board registrations (chiropractic Certificate of Registration; PT corporation recognition and disclosures).
- Build and follow a compliance calendar that treats the corporation like a regulated professional licensee, not just a tax shell.