Tax & Compliance

How do I structure a practice for tax efficiency?

A tax-efficient practice structure usually starts with an S corporation election for the clinical practice (held in a PC or PLLC where state law requires one) and a retirement plan sized to the owners' income, with a separate real estate LLC or MSO added for liability, financing or exit reasons. Those extra entities do not preserve the QBI deduction when the same owners hold 50 percent or more of both sides.

Reviewed by Stanislav Sukhinin, CFALast reviewed September 30, 2026

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Definition

Tax-efficient practice structure is the legal entity organization and compensation strategy that minimizes federal, state, and payroll taxes within compliance constraints (Stark Law, Anti-Kickback, state corporate practice rules).

The detail

A typical multi-entity structure for a healthcare practice has four components. First, the clinical practice entity (PC, PLLC, or S corp depending on state corporate practice of medicine rules) earns clinical revenue. An S corp election lets shareholder-employees take part of their income as W-2 wages and the rest as distributions, which are not subject to employment taxes, provided the corporation pays reasonable compensation first; the IRS can reclassify distributions as wages if it does not. Second, a separate LLC owns the practice real estate and leases it to the practice at fair market value. That keeps the building out of the clinical liability pool and lets you sell one without the other, but it does not create QBI-eligible income when the same owners hold 50 percent or more of both: the part of a business that provides property or services to a commonly owned SSTB is treated as an SSTB, and the Treasury's own example is a dentist whose building entity leases to the dental practice. Third, a Management Services Organization (MSO) can provide non-clinical services (admin, IT, scheduling) to the practice. The same 50 percent rule applies, so a physician-owned MSO is a governance, financing or outside-investor tool rather than a QBI tool. Fourth, retirement plans (401(k) plus cash balance) produce the largest deductions; Fidus Actuarial's 2026 illustrations put a combined design at about $252,000 a year at age 50 and $382,000 at age 60 for an owner at the $360,000 compensation cap. Each layer requires legal substance, fair market value pricing, and Stark Law compliance for any inter-entity arrangements involving designated health services.

  • S corporations must pay reasonable compensation to a shareholder-employee before non-wage distributions, and the IRS can reclassify distributions, which are not subject to employment taxes, as wages.

    Source: IRS: S corporation compensation and medical insurance issues

  • If a business provides services or property to an SSTB and there is 50% or more common ownership, that portion is treated as a separate SSTB for the common owners, so a physician-owned building LLC or MSO does not earn QBI-eligible income on what it charges the practice.

    Source: IRS Instructions for Form 8995-A (2025)

  • The Anti-Kickback Statute prohibits knowingly and willfully paying anything of value to induce or reward referrals of federal health care program business, including free rent, so MSO fees and related-party rent need to reflect fair market value.

    Source: HHS OIG: Fraud and abuse laws

What this means for clinic owners

From Sorso

The cheapest tax structure on paper is often the most expensive after legal exposure. Any structure that involves multiple entities and inter-entity payments needs Stark and Anti-Kickback review by healthcare counsel, not just tax planning. Cutting corners here is how practices end up paying back years of profits.

Stanislav Sukhinin, CFA

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Related questions

What tax deductions are available to medical practices?

Medical practices can deduct ordinary business expenses including staff wages, rent, equipment depreciation, supplies, malpractice insurance, CME, retirement plan contributions, and qualified business income (QBI) where eligible.

What is Section 179 for medical equipment?

Section 179 lets medical practices immediately expense up to $2.5M of qualifying equipment placed in service in the tax year (for tax years beginning after Dec 31, 2024, per OBBBA — Public Law 119-21, signed July 4, 2025; $2.56M for tax year 2026 per Rev. Proc. 2025-32), instead of depreciating it over multiple years.

What retirement plans work best for clinic owners?

The best retirement plans for clinic owners are a Solo 401(k) or SEP-IRA for solo practices (up to $72,000 for 2026, or $80,000 in a Solo 401(k) with the age-50 catch-up) and a 401(k) paired with a cash balance plan for high-earning partners, which Fidus Actuarial's 2026 illustrations put at about $252,000 a year at age 50 and $382,000 at age 60 for an owner at the $360,000 compensation cap.

What is the QBI deduction for healthcare?

The Section 199A Qualified Business Income (QBI) deduction allows a 20 percent deduction on qualified business income from pass-through entities, but it phases out for healthcare specified service trades or businesses (SSTB) above income thresholds ($403,500 MFJ for 2026 per IRS Rev. Proc. 2025-32).

Are healthcare practices specified service trades or businesses (SSTB)?

Yes. Under IRC Section 199A, the field of health is explicitly listed as an SSTB, including services performed by physicians, dentists, nurses, physical therapists, and similar healthcare professionals. SSTB status restricts the QBI deduction above income thresholds.

What is the difference between accrual and cash accounting for clinics?

Cash accounting recognizes revenue when payment is received and expenses when paid; accrual accounting recognizes revenue when services are performed and expenses when incurred. For tax, S corporations and partnerships of individuals can generally use cash at any size, while C corporations and partnerships with a C-corporation partner need average gross receipts of $32 million or less (2026) unless they qualify as a personal service corporation owned by its clinicians. Clinics preparing for a sale or bank financing typically also need accrual statements.

What records do I need to keep for an IRS audit?

Keep tax records for at least 3 years after filing (the general period of limitations), 6 years if you left out income of more than 25 percent of the gross income on the return, 4 years for employment tax records, and asset records until the limitations period ends for the year you dispose of the asset. Fraudulent or unfiled returns have no limit, HIPAA documentation must be kept 6 years, and medical record retention is set by state law.

What is a fair cap rate when buying a medical office building in 2026?

Average medical office building (MOB) cap rates were about 7 percent in 2026: CBRE put the average at 7.1 percent in Q2 2026, and Cushman & Wakefield put it at 6.8 percent for the first half of the year. A fair cap rate for a specific building starts from that average and moves tighter for long single-tenant health-system leases and wider for smaller, secondary-market or short-lease assets.

How should I structure LLCs for multi-location healthcare practices?

Most multi-location healthcare practices use a holding-company structure: a parent LLC (often an S-corp for tax) owns separate per-location operating LLCs and a separate real estate LLC for any owned buildings. This isolates liability between sites, simplifies partner buy-ins at the location level, and keeps real estate out of the operating risk pool, but it must be designed around your state's corporate practice of medicine rules.

Should I buy or lease my medical office space in 2026?

Buying medical office space usually beats leasing when the practice has stable cash flow, expects to stay in the location for the long term, and can finance the purchase at a cost below the market rent it would otherwise pay. Leasing beats buying when capital is better deployed in clinical growth, the location is uncertain, or the practice owner does not want to be a landlord. The decision is rarely about real estate; it is about capital allocation and risk tolerance.

What is an MSO in healthcare, and does my practice need one?

An MSO (management services organization) is a separate company that runs a practice's non-clinical side, such as staff, billing, space, equipment and IT, for a management fee, while a practice entity owned by licensed clinicians keeps control of patient care. A practice owned entirely by its own clinicians usually does not need one; it earns its cost when non-licensed investors or partners need a share of the economics in a state that restricts who may own a medical practice, or when several sites share one back office.

Stanislav Sukhinin, CFA — Founder of Sorso
Stanislav Sukhinin, CFA

Founder of Sorso and a CFA charterholder. Before Sorso, Stan spent 19 years in corporate finance at institutions including UniCredit and Société Générale — managing a $450M loan portfolio and making senior partner at a major mezzanine lender by 29 — then built a fractional CFO firm exclusively for outpatient healthcare clinics.

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