Considering the health care entity C corporation conversion to tax pass-through entity status.

The double taxation of C corporation income from operations and from the ultimate sale of its assets makes the C corporation an inefficient tax status for many health care entities. At the time of this writing, the changes in the federal tax law that are scheduled to take effect in 2013 will increase this level of double-taxation inefficiency. The owners of a C corporation practice can avoid the C corporation status tax inefficiency by converting the practice to either (1) S corporation status or (2) LLC status. The conversion of the health care C corporation to an S corporation may be accomplished without a current tax cost. However, the conversion of a health care C corporation to an LLC status can result in a current tax at both the corporation level and the shareholder level. Nonetheless, the current conversion tax cost may be less than the future tax cost (1) of operating the practice as a C corporation and incurring double taxation at what may be higher tax rates or (2) of incurring the higher tax cost (or reduced price) on the ultimate disposition of the practice assets and the attendant double taxation of the appreciation in the value of the practice assets. Since individual income tax rates on qualifying dividends from C corporations and on capital gains are currently at very low rates, this may be a good time for C corporation practice owners to consider the costs and benefits of a conversion to either S corporation status or LLC status. The practice owners should consult with their accounting, legal, and valuation advisors in order to consider all of the costs and benefits of a possible corporate tax status conversion. An estimation of both the costs and benefits of the corporate tax status conversion depends on the concluded fair market values of the medical practice, dental practice, or other health care entity assets. And, that practice asset appraisal should encompass all of the practice assets, both tangible assets and intangible assets.