If you’re a pharmacist in California, you SHOULD form a Professional Corporation taxed as an S-Corporation.
If you’re a pharmacist, you’re prohibited from forming an LLC or a traditional corporation for your pharmacy practice and instead must register as a Professional Corporation.
If done incorrectly, your Professional Corporation can be rejected by the Secretary of State, leaving you vulnerable to potential lawsuits and fines from various government agencies, and even the California State Board.
As a Business Lawyer for Professionals, I’ve assisted hundreds of professionals just like you start their Professional Corporation and I can definitely help you start yours.
Professional Pharmacy Corporation
A Professional Pharmacy Corporation is a professional corporation which is registered with the California Secretary of State and the Board of Pharmacy of the State of California.
3 Steps to Starting a Professional Pharmacy Corporation
The 3 steps to starting a Professional Pharmacy Corporation are:
- File the Articles of Incorporation of a Professional Corporation with the Secretary of State to
form the Professional Corporation
- Notify your Profession’s state agency that manages your profession, hold a Board of
Director’s Meeting and appoint directors, get your Professional Corporation Bylaws drafted,
apply for your EIN, file your Statement of Information, file Form 2553 for S-Corporation tax
election, pay California corporate taxes to the California Franchise Tax Board, register with the
EDD if you will be hiring employees, and apply for local business registration and licenses.
- Do all the steps above yourself or hire a Business Lawyer to do everything for you.
Benefits Of Starting A Professional Pharmacy Corporation
There are plenty of benefits of incorporating a professional pharmacy corporation in California.
Correctly starting a pharmacy corporation in California will limit your personal liability against creditors and lawsuits, minimize the self-employment taxes of the shareholders, allow you to build corporate business credit, and much more.
Name Requirements For A Professional Pharmacy Corporation
The professional pharmacy corporation’s name must include the word “pharmacist”, “pharmacy”, or “Pharmaceutical”. It must also contain a corporate ending such as: “A Professional Corporation”, “Professional Corporation”, “APC”, “A.P.C.” “PC”,”P.C.”,”Prof. Corp.”,”Inc.”, “Incorporated”, “Corporation”, “A California Professional Corporation” or words or abbreviations which denote its corporate existence.
Also, “LLC” is not permitted as a corporate designation, and California does not certify an “LLC” for the purposes of practicing pharmacy, based on underlying Corporate Code concerning Professional Corporations.
Who Regulates Professional Pharmacy Corporations
In California, all professional corporations must be registered with the corresponding government agency that is tasked to manage their profession.
California pharmacy corporations must hold a certificate of registration from the Board of Pharmacy of the State of California and have a pharmacy permit.
Who Can Be A Shareholder Of The Professional Pharmacy Corporation?
Each director, shareholder, and officer of the professional pharmacy corporation MUST be licensed to practice pharmacy.
Shares of stock in the pharmacy corporation may only be issued to people who are licensed to practice pharmacy.
Any shares shares issued to others who do not practice pharmacy are void.
Also, shares in the pharmacy corporation may only be transferred to those who are licensed to practice pharmacy, to a shareholder of the corporation or to the professional pharmacy corporation itself.
What Happens If A Shareholder Of the Professional Pharmacy Corporation Becomes Disqualified From Practicing Pharmacy?
If a shareholder becomes ineligible to practice pharmacy in California or is legally disqualified from rendering professional services to the pharmacy corporation, she must sell or transfer her shares to a qualified shareholder within 90 days of her ineligibility or disqualification.
Can A Pharmacy Be Opened As An LLC In California?
A pharmacy can’t be opened as an LLC in California. The California Corporations Code does not certify LLCs (Limited Liability Companies) for the purpose of practicing pharmacy.
For a pharmacist to provide professional services in California, they must open a Professional
Can A Professional Pharmacy Corporation Use a DBA Or Fictitious Name?
In California, a pharmacy corporation can use a fictitious name so long as they file a fictitious business name statement within 40 days of starting the pharmacy corporation. You must also make a fictitious name filing in every local county recorder’s office for which you are practicing.
How To Form A California Professional Pharmacy Corporation
Here are the 9 steps you must take to form the California Professional Corporation for Pharmacists:
- File the Articles of Incorporation with Secretary of State and pay the filing fee. The filing fee
is currently $100. You must also state within its Articles of Incorporation that its purpose is
- Conduct a corporate meeting where you will issue shares and elect officials and directors for
the Professional Pharmacy Corporation
- Create custom Pharmacy Corporation bylaws
- Apply for an EIN
- File the Statement of Information with the Secretary of State
- File Form 2553 for S-Corporation Tax Election for the Professional Law Corporation
- Pay California Corporate Taxes and Fees to the California Franchise Tax
- Register with the EDD if you will be hiring employees
- Apply for local business registration and licenses
What To Do Next
While these following these steps above might seem straight forward, one mistake while creating your Professional Corporation can cause your corporation to be rejected by the Secretary of State, costing you money and time.
As a Business Lawyer for Professionals, I’ve assisted hundreds of professionals just like you to start their California Pharmacy Corporations and I can definitely help you with yours.
Are you a pharmacist looking to form your Professional Corporation?
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