How to Form an Entity to Own Dental Office Real Estate
Owning real estate builds equity, locks in occupancy costs, and creates a second income stream when you lease excess space or eventually sell.
However, purchasing real estate through your professional practice corporation exposes that equity to malpractice claims, creditor judgments, and compliance risks associated with clinical operations. Separating ownership into a correctly structured, dedicated real estate entity may shield assets, unlock tax benefits, and satisfy lender and corporate practice requirements for dentistry.
Planning to buy your dental office building or convert personal property into practice real estate? Call (800) 499-1474 for assistance structuring the entity, drafting the leaseback, and navigating financing and compliance before you close.
Key Takeaways for Forming a Dental Real Estate Entity
- Separate real estate LLCs protect building equity from malpractice claims and business liabilities while preserving pass-through tax treatment and flexible ownership structures
- OpCo/PropCo leasebacks require fair-market-value rent set in advance to satisfy lenders, protect asset protection benefits, and avoid corporate practice scrutiny
- State filing, operating agreements, and registered agent selection are foundational, and skipping these steps jeopardizes liability protection and complicates financing
What Type of Entity Own Dental Office Real Estate?
Many dentists form a limited liability company (LLC) to own their practice building. LLCs deliver pass-through tax treatment while shielding the real estate from claims against your professional practice. Members can be individuals, trusts, or other entities, offering flexibility for estate planning and partnership structures.
Limited partnerships (LPs) are effective when multiple investors own the building and a single general partner manages the operations. LPs provide asset protection for limited partners but expose the general partner (GP) to personal liability unless they form a separate LLC to serve as the GP.
S corporations rarely make sense for real estate ownership. S corps limit deductibility of losses, complicate distributions, and create administrative burdens that outweigh any liability protection. C corporations can trigger double taxation and usually should be avoided.
For dentists owning multiple locations, series LLCs (available in states like Delaware, Illinois, and Texas) allow you to segregate each property into a separate series with independent liability protection under one master entity. Series LLCs reduce administrative costs but may face lender resistance and uncertainty in bankruptcy proceedings.
How Does an OpCo/PropCo Leaseback Work for a Dental Practice?
An OpCo/PropCo structure separates your operating company (the professional practice entity that treats patients) from your property company (the real estate LLC that owns the building). The OpCo leases the space from the PropCo under a related-party lease, typically structured as a triple-net (NNN) arrangement where the tenant pays rent, property taxes, insurance, and maintenance.
This structure delivers multiple potential benefits:
- Asset protection: Malpractice claims and creditor judgments against your practice cannot reach building equity held in the separate LLC
- Estate planning flexibility: You can gift LLC membership interests to family members or trusts while retaining control of the practice
- Tax optimization: Building depreciation, mortgage interest, and property expenses flow through to your personal return; consider a cost segregation study to accelerate depreciation on fixtures and improvements
- Exit optionality: When you sell the practice, you can retain the building and lease to the buyer, or sell the real estate separately under a 1031 exchange to defer capital gains
The related-party lease must reflect fair market value (FMV) rent to preserve asset protection and satisfy lenders. Below-market rent invites creditors to pierce the corporate veil, claiming the entities are alter egos. Above-market rent may trigger scrutiny from lenders or DSO partners who question whether the OpCo can sustain operations.
Keep in mind that there is no one-size-fits-all approach, and what may work well for another’s dental practice and real estate entity may not be right for you.
Do Corporate Practice of Dentistry Rules Affect Who Can Own the Building?
Corporate practice of dentistry (CPOD) laws in many states prohibit non-dentist entities from owning dental practices or controlling clinical decisions. These rules typically do not restrict who owns the real estate, so non-dentists, family members, or investment LLCs can own the building and lease it to your professional practice without triggering CPOD violations.
However, lease terms must avoid creating de facto control over clinical operations. Structure the lease as a straightforward NNN arrangement with fixed base rent and operating expense pass-throughs. If your state has strict CPOD rules, consult counsel before closing to confirm your structure complies.
What Should Go in a Real Estate LLC Operating Agreement for Dentists?
Your LLC operating agreement governs ownership, management, distributions, and exit rights. Without a comprehensive agreement, state default rules apply and may produce unintended outcomes when disputes arise or members exit.
Draft operating agreements that address:
Ownership and Capital Contributions
Define initial membership interests, capital contribution requirements, and whether members can contribute property or services in lieu of cash. Specify how additional capital calls are handled if the building needs major repairs or refinancing requires equity infusions.
Management Structure
Clarify whether the LLC is member-managed (all owners participate in decisions) or manager-managed (one or more designated managers control operations).
Distributions and Allocations
Establish distribution priorities, whether cash flow is distributed pro rata based on ownership percentages or follows a waterfall structure that prioritizes the return of capital or preferred returns. Define tax allocation rules to ensure members receive K-1s that match economic distributions.
Transfer Restrictions and Buy-Sell Provisions
Restrict transfers without unanimous consent to prevent unwanted third parties from becoming co-owners. Include buy-sell provisions triggered by certain life events or voluntary exit, using appraisal-based valuation formulas or predetermined multiples of net operating income.
Dissolution and Winding Up
Specify events that trigger dissolution, such as the sale of the building, a unanimous member vote, or the expiration of a stated term. Define how assets are distributed upon dissolution and whether members have rights of first refusal to purchase the property.
State Filing, Registered Agent, and EIN: Formation Steps
Forming your real estate LLC requires compliance with state corporate formalities:
File Articles of Organization
Submit Articles of Organization (or Certificate of Formation) with your state’s Secretary of State office. Include the LLC name, registered agent address, management structure, and effective date.
Appoint a Registered Agent
Designate a registered agent. This is an individual or entity with a physical address in the state authorized to receive legal notices, service of process, and state correspondence.
Obtain an EIN
Apply for an Employer Identification Number (EIN) through the IRS online portal. The EIN functions as the LLC’s tax ID for opening bank accounts, filing tax returns, and executing contracts.
Draft and Execute the Operating Agreement
Prepare the operating agreement and obtain all member signatures. Store the executed agreement with your corporate records.
Open a Bank Account and Maintain Records
Open a dedicated bank account in the LLC’s name. Never commingle personal funds or practice operating account deposits. Keep minutes of significant decisions, annual member meetings, and amendments to the operating agreement to preserve liability protection.
Commercial Condo vs. Fee Simple: Legal Tradeoffs
Purchasing a commercial condo unit in a medical office building offers lower entry costs and shared maintenance but introduces governance complexity. Before purchasing review:
- Condo bylaws and CC&Rs: Confirm permitted uses, signage rights, and exclusive-use provisions for parking or common areas
- Common area maintenance (CAM) charges: Audit historical budgets, reserve fund adequacy, and special assessment risk
- Board approval and transfer restrictions: Some associations require board consent for ownership transfers or lease assignments
Fee simple properties offer greater control and financing flexibility but demand more hands-on management.
FAQ About Forming a Dental Real Estate Entity
Can I Use a Series LLC to Separate Multiple Locations?
Maybe. Series LLCs are only available in certain states. Each series operates independently with separate assets and liabilities, reducing administrative costs. However, lenders and title companies may resist series LLCs due to limited case law on liability segregation in bankruptcy.
How Do I Set Fair-Market-Value Rent for a Related-Party Lease?
Use comparable medical office space rates, local broker opinions, or third-party appraisals. Document the FMV analysis in the lease and update rent every three years based on market resets or CPI adjustments to preserve asset protection and satisfy lenders.
What Compliance Issues Arise with DSO or MSO Lease Arrangements?
DSOs leasing from your real estate LLC must pay FMV rent to avoid fee-splitting concerns. Avoid percentage rent tied to clinical production, landlord control over staffing or treatment decisions, or shared ownership structures that blur operational boundaries and trigger corporate practice scrutiny.
Structure Ownership That Protects Equity and Unlocks Tax Benefits
Entity selection, leaseback terms, and lender negotiations determine whether your real estate investment builds wealth or creates liability exposure. Call (800) 499-1474 for assistance forming the LLC, drafting compliant operating agreements and leases, and closing with protections intact.