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socrateaser
socrateaser, Attorney
Category: Business Law
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Experience:  Retired (mostly)
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I am trying to file an LLC and part of the business is massage

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I am trying to file an LLC and part of the business is massage therapy and my wife has a CA state certification. On the LLC paperwork it states an LLC may not provide "professional services," as defined by CA Corp codes section 13401(a) and 13401.3 After looking those... 13401(a) states...
13401. As used in this part:
(a) "Professional services" means any type of professional
services that may be lawfully rendered only pursuant to a license,
certification, or registration authorized by the Business and
Professions Code, the Chiropractic Act, or the Osteopathic Act.

When I look at the CA Business and Professions Code it says...
(c) "Massage therapist," "bodyworker," "bodywork therapist," or
"massage and bodywork therapist" means a person who is certified by
the California Massage Therapy Council under subdivision (c) of
Section 4601 and who administers massage for compensation.
(d) "Massage practitioner," "bodywork practitioner," or "massage
and bodywork practitioner" means a person who is certified by the
California Massage Therapy Council under subdivision (b) of Section
4601 and who administers massage for compensation.

My wife is CA certified by California Massage Therapy Council,

Does that mean she has to have a separate professional LLC? or can we use a standard LLC to offer massage and the other products we want to sell?

Hello,

California law does not permit the use of an LLC for the purposes of providing professional services. No lawyer, physician, dentist, accountant, real estate broker, massage therapist, etc., may practice their profession under the umbrella of an LLC.

Professionals must practice under a Limited Liability Partnership (LLP); professional corporation (PC); or as a sole proprietorship (under a Fictitious Business Name (FBN/DBA), or under the practitioner's legal name).

Please let me know if my answer is helpful or if I can provide further assistance.

Hope this helps.

socrateaser and 2 other Business Law Specialists are ready to help you
Customer: replied 3 years ago.

If we are going to have additional massage therapist employees what is the best solution? We also would like to shield our personal assets. Please advise. thanks

Forming a Professional Corporation is the only means by which a professional can obtain any meaningful level of liability protection, while maintaining control over employees of the organization. Employees do not need to be shareholders -- they must, however, be licensed, if they are shareholders, or if they are providing massage therapy to customers/clients.

If you have concerns about the organization, because you may want to have some level of management and control over the organization because you are the spouse of the licensed professional, your spouse can hire you as an employee for purposes of financial management, but you cannot control the employee's as to the manner and method by which they conduct their labor (unless you have a massage therapist license), and, you cannot own shares in the corporation. Your right to 50% ownership of the equity value of business, is, however, confirmed by California community property case law. In the event of a divorce or your spouse's death, you would be entitled to 50% of the business value, or 100% if your spouse leaves you her half of the business as inheritance. You would have to sell the business as quickly as possible in the event of your spouse's death, because without a license, you cannot operate a massage therapy business, despite your right to the cash value of the business.

Hope this helps.

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