Hello, everybody. My name is Mark Silberman. I'm here with my colleague, Chris. We are here today to talk to you about corporate structuring and what you can do to protect yourself, to protect your assets, and to posture your business for success. I want to thank Behind the Mask for the opportunity to participate in their podcast series. And before we begin, Chris, do you want to introduce yourself? Sure. My name is Chris DeGrande. I am an attorney here at Benesch, Friedlander, Copeland, and Arnoff with Mark. A lot of what I do is in the corporate and transactional and regulatory field, especially with CRNAs. So a lot of what I do is structuring businesses, structuring contracts. So a lot of what we're going to talk about today is kind of right up my alley. And Mark Silberman, I have had the pleasure to be an advocate for and advisor to the CRNA for probably over 12 years now, spent 10 years as the outside general counsel for the American Association of Nurse Anesthetists, and always happy to do what I can to help advocate for and protect nurse anesthesiologists, nurse anesthetists, and with that, let's get started. So before we start talking about, this is what we're going to do, this is sort of your roadmap. We're going to talk about these different corporate structures, sort of what they are, the benefits they have, the detriments they have. I'll acknowledge the little note I have at the bottom here that you need to evaluate your state law first. This is general information. This is not take this, run off, go do this, especially now that they have the ability to sort of do things online. We're giving you the basic information to start the process, to go in with some degree of understanding, some degree of education so that you can advocate for yourself so you know what questions to ask. We're probably not going to give you enough information here today to fully make an informed decision. But before we start, Chris, why do I even want a corporate structure? I mean, let's be honest. For the anesthesia providers out there, if they just want to go out and provide anesthesia or let's just use me for a second as a lawyer, right? I can just put out my own shingle. You could. Mark, lawyer. Go. Mark law. Mark law. So why? Well, first off, can I do that? You could do that. So why don't I? So a reason there's, there's two main reasons that would go into not wanting to do that. The first, I mean, depends on how you value things. The first in my mind is liability. If you were to create Mark law, should anything bad ever happen? Like there is any malpractice, there's a lawsuit, there's something against Mark law. It is Mark on the line. It is not, there's Mark's house, Mark's car is on the line in order to handle any of the liabilities that may come that way. If you have different types of corporate structures, you may be able to help insulate yourself from that kind of liability where the assets of the company are what are actually on the line as opposed to your personal assets. So it creates a barrier, sort of a protection between what is the company's versus what is mine as a person. Exactly. And of course there's always going to be limits to that, which we'll talk about a little bit. So you mean what he's trying to not say is you get a litigator like me who will find a way to try to poke holes in everything and still come after what's yours. But the purpose of this is how to make that hard. Exactly. So what about like the tech stuff? Because in some of our other podcasts, we might've mentioned once or twice that money seems to motivate people. And for you healthcare providers, I apologize because I know money and reimbursement has never driven or affected healthcare decisions ever, but we're lawyers and we're therefore a little less, you know, altruistic and positive thinking. Exactly. So when I said there's two big considerations, the first is liability, the second is tax. And a lot of these structures will have some repercussions that have some negative tax benefits, maybe for increased liability protection, and then others that give you some tax benefits that you want to take advantage of that as a sole proprietor, you just may not be able to do. So, or is the different type of basic structure here. So this is going to be one of our quicker presentations. And more importantly, for anyone who's had a little too much of Mark, this is going to be a little more Chris driven. So we like that. So with that, Chris, tell us what is a sole proprietorship. So a sole proprietorship is basically, it's you, you are. So this is Mark Law. This is Mark Law. So I mean, a lot of the sole proprietorships that we would see are literally Mark Silberman Esquire is the name of the entity. You don't actually even really, there is no forming of a legal entity. You own everything that has to do with that legal enterprise. There's no filings that are needed. There's not like a filing with the Secretary of State. And importantly, though, it's run by a single person. And there is no real line drawn between the business and the person. So let me ask. So the question is, if it's Mark Law, can I hire people? You could hire people. Yes. I mean, there's others that can be it, but the sole proprietorship is that you're basically the sole beneficial owner. Okay. So I'm the only one. Now, I used to joke when I was a prosecutor, I understand it's different because I was actually a government employee. But I mean, this seems the easiest, right? And I used to joke when someone, when I was a prosecutor, and someone's like, I'm going to sue you. I'm like, do you want my student loans? Or do you want my credit card debt? I was judgment-proof. I had nothing. So sue me. That's fine. Well, you know. But presumably, we're dealing with some good entrepreneurial. Yeah. I mean, but I mean, they're good anesthesia providers. They're not, I mean, I'm not saying they're not worried about, like, this is easy. Why don't you just do this? And so when I said that there were the two main factors that were liability and tax, the other third factor about this is more just a factor to figure out which of these structures you'd want to use is ease of administration. This right here is on your furthest, furthest on your ease of administration scale. Like I'm legitimately done now. I have a sole proprietorship if I want it. Yep. Okay. So reason, you know, again, the reasons you don't want to do this are just that, yeah, it is easy to administer. You are done by declaring yourself Mark Esquire and delivering legal services. But it sounds like there's a risk tolerance component to this. There is. It is. It does allow for a very entrepreneurial type of endeavor. One that carries a lot of risk. And depending on how big of a business enterprise you're trying to build, again, I'm the lawyer that's more risk averse. So that's my whole thing. I say very risky. And I mean, I guess what I'd say is this. Other than it's easy to do, you're done. Does it have any particular benefits? Not really. Like basically the taxes is it's you. Yep. The business and the liability is it's you. So if you're lazy as all get out and not worried, this is great. Agreed. All right. So let's move on for those of us who have a little more oh, so so here, I guess, Mark, we say that sometimes we forget to put the graphic that shows us what our next slide is. So because I don't know how to do that. Let's be fair. So we've touched on these advantages, disadvantages, a couple others here. So this is what Mark said, who is involved in the business? Sure, you could hire an employee, but you can't bring in another outside. So you and I can't practice law as partners together in a soul. I guess that would make sense. Yes, we could not like Chris could not join Mark Esquire as another owner and like do something like split profits and become a second owner because the whole idea is he's the sole owner of that entity. And so a part of this that is limited to that is the limited future and continuity. I guess you also can't really sell yourself. It's very I mean, you can sell certain assets of a sole proprietorship. But yeah, it's very I mean, part of owning a business is the ability to sell the business. So that whole continuity that it keeps going beyond you, that kind of not so exactly. OK, so I'm not loving this one. Now, what have we got? The next level is what is called a general partnership. And so a general partnership is if we're looking on the level of ease of administration, we're up one more step from sole proprietorship. It's basically similar types of advantages and disadvantages to sole proprietorship. But it's got two or more people are actually involved. So so could we take Marko or Mark Law and Chris Law and together we become Chris Mark Law? Yes, we could. So that would be an advantage of a of a partnership. And again, one of the benefits of the general partnership, you can go to the next one, Mark, is there are once again, a lot of states have very limited formalities and requirements in order for you to form these entities. So similar to a sole proprietorship, there are plenty of states that actually don't even require you to file something with the secretary of state that you have a partnership. And so this again, this will lead to limited legal fees. It is always a good idea if you have listened to our other prior podcasts. I am always one that advocates for putting things in writing. So a partnership agreement that outlines kind of like the terms of your partnership is always a good idea. But even then, in a lot of states, a partnership agreement may not even be required. You can have a basically a handshake partnership makes me gives me the heebie-jeebies, but you can do it. That's because that's because, well, people suck. I'm going to go back one second here because as the guy who made the slide, two people or entities. So can like could Mark if I say I want to go in with Markco, could you be smart and say, great, I'm not going in with Chris. I'm going to go in with Chris LLC or LLC to be a general partner in your partnership. Yes, you could do that. OK, so like I mean, so the idea is it doesn't have to be a person. It can actually be like. Two corporate entities could come together and create a general partnership, and I'm actually going to walk that back and say it depends. Good lawyer. So when we started this off with. No, your state laws, there are actually potentially states that would limit and say that a general partner needs to be an individual, so that may happen in a lot of instances in a lot of instances. The answer is yes, you could form one of the partners is now I'll see if one person wants an individual wouldn't matter. But that's another one. Definitely you need to talk to an attorney. And the less positive end of the world where I tend to deal more with, you know, controversy, anger, fighting all of these different things. I don't want to steal from our other presentation on the importance of contracts and stuff, but. Most partnerships, if everything's going well, no one's worrying about it, the agreement and the idea of having it in writing is for when I mean, you ready? How much litigation do we see about business partners who no longer have the love? Yes, it's that they disagree on how the business should be run, how the direction of the company should be going forward gets real, real yucky and real messy when it has money been allocated correctly between the partners. And if there is nothing in writing about can you have just two or can you have three? You can have more partner. You can't have multiple partners. So what happens like when two of them are unified? So this is where having it all in writing is just a good idea because I'll just steal from one or other presentations. This is relevant when the honeymoon's over, right? When everyone's making money hand over fist, nobody pulls their contract out to say, God, I feel so glad that we have this. It's it's it's it's for the after the fact. And so some advantages of this, again, are that limited formalities. You you do now have a legal entity. So where we were pointing out in the sole proprietorship that you can't really sell yourself, you can sell a partnership to somebody. So now you have a legal entity that can be sold for the purposes of like a transaction. If you want to sell, say you start a practice, you want to sell it. But disadvantages again. The biggest one here is that while we have stepped up just a tiny bit in the administrative parts of it, liability is still a problem here. What I would consider a problem. Your partners are all going to be responsible for any debts and liabilities of the partnership and the actions of their other partners. So your liability is not really limited at all. And once again, you're talking about being able to come after you personally. So so therefore, even if I'm going to do a general partnership, I might want to have a different corporate structure if I want to avoid that coming after my personal stuff. Yes, correct. Another thing about a general partnership is it often, you know, once you form a partnership and have it memorialized, it's hard. It's either hard or almost impossible to bring an outside investor. So, yeah, you can sell the entity, but it can be hard. You can't get an infusion of cash and have someone who's unrelated, you know, invest in it. So I'll talk about the idea of the fiduciary. So fiduciary duty is a legal duty that you have towards the business, towards the enterprise. It comes with the duty of care, duty of loyalty. And, you know, these are the types of things that suddenly, you know, if I'm not carrying my weight. In some circumstances, there could be a boo-hoo, I won't succeed. But once you're part of a partnership, you really do have legal duties to each other. It's funny, it might be a disadvantage, but it's also somewhat of an advantage because it helps you protect yourself from someone else bringing you down, especially to your point when you consider you're now legally responsible for the actions of the other. If they don't perform, you don't get to say, well, that was Chris's part of the agreement. Like, OK, well, so it sounds like this has a little more structure to it, but still pretty easy to apply. Yes. OK, and so the next step up would be what is called a limited partnership. So a limited partnership is very similar to a general partnership. It's going to be, again, two or more individuals or entities joining together to run a business. But the difference here is the the presence of two different types of partners. So there will be a general partner and a limited partner. And so what do these terms mean? So a general partner is basically the one who is most, I guess, generally responsible for running the activities of the partnership, running the business. And this general partner, for the most part, unless there's something kind of funky in a state law, but you're not going to run, I haven't run into it, you're going to have that same form of unlimited liability as a general partnership if you are the general partner. So the same idea that there's no limit on what my risk is unless I have some other protections in place. Yes. Unless you put some other protections in place and then a limited partner, though, the limited partner's liability is limited to the investment that the partner puts into the business. And so this is a way that you can, you know, you could bring somebody on that may be a little little more leery about the level of liability that could come their way. You could limit it and kind of cap it by saying, you know, you put I'll invest $100,000. And if the if it goes belly up. I lost my $100,000, my $100K. So now let me ask you, because this is where it gets a little complicated in things like if you're a lawyer or if you're a health care provider. So if I have, you know, an anesthesia provider that I know, trust and love and I'm like, I would love. To support you, so I'm going to invest in you, is that just easy, no problems or are there things that we need to at least slow down and think about? Definitely things you need to slow down and think about, because we do see a lot of limited partnerships where there are a ton of people invested that are basically like if I'm making cookies, this is easy. Yep. If they're good cookies. Yeah, I mean, I and this is what I've seen health care providers where there are a bunch of limited partners who are brought on and yeah, they did essentially that that they had given money because I believe in you as a, you know, I think you're going to make some money. I would like to go ahead and be a part of that. And then again, they give like $15,000, $20,000 and their liability is kept at that. But there's still other things that, you know, you need to consider, like, for example, what I've seen in a lot of those those limited partnerships is sort of like there will be an agreement set out, a limited partnership agreement that puts actual very strong like just like restrictions on the level of control, the level of say and anything going on that a limited part. I mean, I really shouldn't be having a say as to any decision that relates to anesthesia. Right. And correct me if I'm wrong, but you also have to start looking into things like are you violating corporate practice of medicine statutes? Are you violating fee splitting statutes? And yes, I'm guessing when I say is it allowed, you're going to give me the good lawyer's answer of it depends. So, yeah, you're right. And the limited partnership is when this issue can really start to come up. There's other corporate forms that we're still getting to down the line that it's it comes up, at least in my experience, more often. But if you have a limited partnership. So Mark referred to the concept of a corporate practice of medicine and at least hit on the idea. Yeah. And because we're going to come back to it in other entity forms, the very it's a very granular or very loaded concept. But on a high level, the idea is that in certain states, there are laws that would prohibit a corporation or a corporate entity from owning a medical practice, with the thought being that if you have a business corporate entity who's only concerned with profit, that they may not have the best interests of a medical practice in mind. Are you suggesting money could influence health care decisions? Not at all. Of course, I would never do such a thing. Okay. Let me make it even more simple. People practice medicine, businesses don't. But this is just something we want people to be cognizant of. What you're doing is going to be a significant factor in what the right option is. And when we said we're not telling you everything you need to know, this is a great example of something you need to be cognizant of and factor in. So advantages, disadvantages to a limited partnership. You again, for limited partners, you could actually limit the amount of liability you have. And again, as we just touched on, this allows for other investors to come in who can throw some money in and say, hey, you know, I want to throw $10,000 into your investment and be a limited partner. There are tax benefits to this. So this is when I said that one of the things to know is that there are what can be called pass through tax treatment. I'm going to do this as a human. Pass through tax treatment, isn't that effectively like I avoid the double taxing of corporate stuff? Yes. But now you comply with all the formalities. That sounds like a lawyer thing. What was that? I mean, there's rules you got to do. There are. There are rules that you'll have to follow. And those are the ones. So this is where I say you have to know your state law. Complying with each of those rules is going to, you know, it's going to matter from the IRS perspective. It's going to matter from the state tax perspective. It's going to matter from the state limited partnership law perspective. So have a good CPA. That's where I was going next. It's not just the lawyer. It's the accountant. The accountant is somebody you definitely want to talk to when you're forming any of these entities, because now that we've gotten into a point where we've really mentioned that tax comes into play. I love to think of how self-important that I am. But also your tax accountant is very important in these decisions. Well, and I'll tell you, lawyers are great once you get it set up and running, but you need to make sure you have a good team that keeps you from ever needing us again. The other thing I'll say is where I see people getting into trouble with this is, and again, this may shock you, but sometimes when someone invests money, they think it comes with the right to tell you how to do it. And if as a limited partner, you're crossing over that into operational control of the business, you can very candidly violate some of the regulations that cancel your benefits, cancel protections, and cancel the limitation of liability in a way that, simply put, you want to avoid. You're undermining the reason for creating the corporate structure in the first place. Not to mention the whole corporate practice. And then one other disadvantage noted here is limited partnerships do file, like an actual secretary of state filing to register. So this is starting to creep up that... Yeah, we're creeping up the formalities ladder. C-Corporation. I've heard of that. C-Corporation is probably, I do know more about this than I'm saying. The C-Corporation is, I mean, what I would relate it as in the most simple terms is probably what you think of when you think of a big company. Like this is what you would think of as a, yes, as an... Did I just reveal my age that I picked Kodak? I mean, of all the ones to pick. That probably wasn't going to be your first choice. Not going to be my first choice. Okay. It was going to go like Apple, but you know, generations. All right then. A C-Corp. So this is like what you... Can I tell you your review is coming up? All right. So like, again, this is what I would consider your general corporate form. There are the big benefit to this one, and this is why this entity has been in existence for probably... The C-Corporation has been in existence for a long time. This is the traditional corporation. This is a traditional corporation. And so the idea of it is it's its own legal entity and it's separate from its owners. And so what that means is that the insulation from liability here is probably going to be on just about your highest level. This is as much as, you know, your shareholders in a C-Corporation can be protected. This is like your highest level of protection. The downside of this one is that this will incur double taxation is what they call it, which means you're going to, as a shareholder in the company, incur on your profits taxes on the corporation and then tax on funds that are distributed to you as shareholders. So like, if the corporation makes money, they'll have to pay taxes on that? Yep. And then if they distribute it out to you as a shareholder, you have to pay taxes on that? Yes. So... That... Okay. So basically... Double way to reduce the money that goes into your pocket. But if you want to have no risk, well, not no risk, sorry, nobody has no risk, but if you want to have the least amount of risk. A C-Corporation is definitely like the highest... It's your highest level of liability insulation for the most part. Okay. And so this again, advantages, it provides you the most protection and assuming you comply with corporate formalities. And this, Mark, is where I'd like to pick a little bit of your brain on what we mean here. Okay. So you remember how I introduced the concept that people suck, occasionally lawyers also suck, even though they don't necessarily always qualify as people. There is something called piercing the corporate veil. And piercing the corporate veil is a legal term of art for what you're trying to do is get through all of the protections that a corporation offers you to get to the money of the individual investors, the individual owners. And there are... It's not easy, but there are ways to do it. So like, two that stuck out in my mind, I'm not going to go through all of the different two, three podcasts for sneeze. I'm not going to go through all of the different categories. There's a number of different roles, but the two that always stuck with me, one was failure to maintain corporate formalities, that if you don't file the paperwork, if you don't take the minutes, if you don't have the meetings, if you don't do all the different things that you're supposed to do as a corporation, then the law isn't going to protect you as if you're actually running a corporation. The other is the intermingling of corporate and personal funds, where if you are basically, when you suddenly find out that the corporation is paying for your vacation, and it's paying for your kid's education, and your dog is a vice president, and all of these different things, they're going to say, this is all evidence that you're not actually operating a corporation. You are doing this to shield the money, but this is really basically acting as if this were a sole proprietorship or something lesser. And then what it does is it allows you to go after the individual assets of the shareholders instead of just the corporate assets. And that would undermine the entire purpose of having these corporate protections in place. Moral of the story there is you've got a bad ex is usually what leads to that. So advantages here also, and this is a big one, is that a C corporation allows you a lot of flexibility with how you really want to structure things. So one thing is multiple classes of stock and shares and different types of equity. And this is also a good way to attract investors because this could be a thing where you as the creator of your corporation and your original, say a couple of you started out, maybe you get three of you, want to create basically, I call them like class A shares, that no matter what, if you bring on other owners or other investors, those class A shares have maybe the highest voting rights. Like they get to vote on extra things that are very important to the company. You could do that with a C corporation. Um, that is something we're going to talk a little bit about in the next type of structure that isn't present in all different types of structures. So this gives you a lot of flexibility with how you want to structure the company. Okay. S corporation. So an S corporation is one where I, where if I mentioned earlier that sometimes the lawyer is plenty important in the room for these types of things, but the accountant is somebody that is also extremely important. An S corporation is where you definitely want to consult with an accountant if you're looking to go this route. So this is a type of corporation is it's similar to a C corp and a lot of you'll actually see it. It's often called a sub chapter S election of a corporation, but it basically allows a corporation to act as kind of like a pass through entities. And so the profits and losses go straight through the entity to the shareholders and don't incur this double taxation problem that a C corp has this sub chapter S select election and an S corporation. I mean, so I do a lot with different types of CRNA practices with physician practices. This is extremely common in physician practices. Again, it provides the ability to create a professional C corporation and do this S corporation elections that you get tax benefits. So this gives you the benefit of some of the strong protections of liability, but without some of the double taxing agreed. Correct. And so the thing about this S corporation, this is where I say, you definitely want to involve your attorney and your accountant on this one. So the advantages protects against personal liability. Again, it allows for this pass through tax treatment, and you can convert it like an S corp election. It can go to a C corporation if you decide you don't want to stick with this S corp election. And now let me see if I understand correctly. The biggest reason you would want to convert to a C corp is the investor thing. Like the idea is that because we didn't really talk about it, but with C corps we talked about, you can have different classes of stocks, this and that is not only does it protect, but it is the most opportunity to bring in multiple investors and different types and all of those things. And so is it fair to say the S corp is good if you're newer, smaller, more individualized, but it has that flexibility if it grows? Yes, to an extent, to an extent, because here's where I fancy way of saying it depends. It depends because here's where, in my experience, I have run into the pitfalls of S corps where early on the decision was made to create something like a practice, make it an S corporation without thought to how that could impact things down the line. So there is a limit when you elect to be an S corporation. There are specific limits and restrictions that need to be met. So we said that there's corporate formalities that need to be filed with a C corp. With an S corp, that's even higher. There are filings that need to be made, but restrictions that need to be followed. There are restrictions on who can be shareholders. A big thing is that you, in an S corporation, you cannot create these different classes of stock that you could in a C corporation. And again, there are a lot of record keeping requirements. And so the thing about the classes of stock, and this is like a thing that has come up, is just, it could be, that could mean different things. It could be that you have certain people that are making like a preferred return. Like they get more money on their ownership than somebody else. That's considered a different class of stock. It could be that somebody has a voting right and somebody else doesn't. That's considered a different class of stock. And what happens, that can be a really big problem, is it's more of if you do this, what we call blowing your S corp designation. All of a sudden, the IRS does not consider you an S corp. And what happens is you immediately get slammed with a double taxation, whether you want it or not. I'm assuming you don't. You do not. Okay. So this is, again, there's consequences to not getting this right. There is. And what I would say too, is one of the big consequences, it's not just not getting it right. It's for future planning of an entity. This becomes a question you want to walk through with your accountant and your attorney on the phone, because say you want to sell your practice down the line, or you want to do something that involves growing your practice. An S corporation may not be the route you want to go. Just because the limits on who can come in and be investors could really cause you some headaches down the line. Those are what I've seen, is that somebody formed it a long time ago, made it an S corp. When they got to the point they wanted to sell it, said, oh no, I didn't realize all of this. But it sounds like you could, in some circumstances, then convert that to a C corp. You could convert it to a C corp, and then get slammed into double taxation. I'm going to go out. I was going to say, but I'm going to go. Now, do you get slammed into double taxation going backwards, or just moving forward, or it depends? It depends. Great. And I'm assuming that's the kind of thing you can't do on your own. You need a lawyer and accountant for that. No offense, if we set it up, you might as well set it up. That you need us. Right. Okay. There you go. Okay. So yeah, S corporation, good benefits, complicated. Limited liability company. I'll tell you why I like this from the start. It has the words limited liability. Yep. I think that when I've had people come and ask me for any kind of advice being a corporate attorney, my first thing that I always tell them if they want to start a business is, can you do an LLC? An LLC has, it's kind of a combination of partnership and C corporation. So it allows for a lot of the favorable tax treatment that you want. In a partnership, but then it offers liability for members of the limited liability company, similar, similarly to that of a C corp. And so it actually allows also the members to really govern and control the actions of that LLC without giving up their protection from life. So before in that limited partnership where I'm the investor and I think that gives me the right to run things, this isn't going to do that and blow it all up. No, it is not. Okay. So the advantages to this. So this also has a bunch of flexibility in what you can do. Not only do you get the protections from, you get the tax benefits, you get the liability benefits, but also an LLC, you can do a lot of things that you would want to do in a C corp that have to do with creating different classes of members, different types of equity, different types of shares in the company. So you could have class A members, class B members, class C members that all have different rights in the company that's allowed under an LLC. So the downfalls of this, I say as a lawyer, I like it. Uh, the number one, you don't get double taxed, you minimal risk. So what's the downside? A little bit complex. Um, and as a lawyer who deals with this every day, I always, you know, it's easy to overlook that, that there are a lot of laws and a lot of rules around LLCs that are out there that exists in LLC act is usually pretty, pretty extensive, like a state LLC act. And the other thing that is kind of known that is out there about LLCs is these are the newest types of corporate entities generally that exist out there. And LLC is a fairly new creation and basically like American law. So you have up here, investors don't like it. Why? There's less certainty around it because it's newer, a C corp we've, we've outlined beaten the C corp and all the things that you know, that you need to know that you can and can't do rules, regulations, case law. Yep. It's been there for hundreds of years, almost when you think about it and LLC, these are often newer, they're just like a newer creation. So there's more uncertainty about how far, you know, you'll have investors that will wonder, I hear you on the liability, but how far does that liability protection actually go? Are you suggesting that people would try to push limits? Never. Okay. So it sounds like part of what you need to be able to do is really give thought to what your priorities are, but it sounds like both short-term and long-term. Yes, that's, that's probably my biggest piece of advice is one is when you're creating this entity, don't just think of what makes sense and is easy today. Think of what actually may be able to help you down the line. And and again, number two is for some of them, make sure you have an accountant. Accountant's a good idea. I mean, I didn't, it's not on the slide, but in all sincerity, don't don't think of it like this. How much is the accountant going to cost me? How many problems are they going to help me avoid? How much is the lawyer going to cost me once the problems already exist? And how much is it going to cost? And also how much is the IRS going to cost me if they decide because once their decision is made, it's final. A litigator. And so also, sorry, there's one other thing I should mention about the LLC is when we talked about the corporate practice of medicine thing, the reason that the LLC is sometimes more scarce in the healthcare field is certain states. That's where I say, you always got to look at your state law. Do not allow LLCs to be used in medical instances. So you can't actually form medical practices or nursing practices or anything like that as an LLC. That's just it's going to vary by state. There's not really a good reason for why, but some of them will just say you can't do it. All right. So big, huge. It depends, but worth figuring out. We really do hope that this has given you a decent understanding of the types of corporate entities that exist, type of questions you might want to ask, and the team of people that you should coordinate with. We offer ourselves up not just to help with it, but candidly, because if we're not the right time, if it's something that really requires state specific things, we'll help you try to find the right people. Please don't ever hesitate to reach out. We are committed to doing what we can. Standard lawyer disclaimer, if you think you learned everything you need to know today to make all your corporate decisions, you have not been paying attention. Great. I am not nearly that good at this. Oh, I disagree. Thank you. We appreciate your attention. Everybody have a great day. And thank you once again to Behind the Mask for the opportunity to participate. We'll see you again next time. Thanks. Thank you.

corporate structuring

protecting assets

business success

sole proprietorship

limited liability company

tax implications

liability protection