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Corporate Compliance and Structure

Wage & Hour #5

Corporate Structure

There are several areas where legal services become applicable to providing essential services to a medical office. Providing legal services to a medical practice is a detailed, step-by-step process designed to protect the future of the medical practice. The first to look at would be at the business organization. Here we are going to be looking at how the company is set up, whether it is a LLC, or whether it’s a corporation. We would go through these documents and ensure that they are filed with the most up to date and current legislative structure under Utah law or your home jurisdiction. From there we would look at how the organization is run. Through dialogue with the financial managers of the medical practice, a determination would be made if the accountant’s recommendations are in the best interest of the practice. With the help of the accountants, a financial decision would be made if the company should be taxed under what is known as the S corporation filing. We would then produce what is called a managing service agreement, which sets up the relationship between the company and the entity, which is designed to maximize the tax benefits for the office.

At this point, we would review all corporate documents. If a full set with not previously made, we would create a full set of corporate documents designed to maximize the limited liability. These would give structure to how the company is run and would be stored and maintained at the corporate office. The most important thing review at this point is the employment agreements. This includes the hiring, firing, and managing of medical practice employees. Under employment, I would review any documents that are in place. If there were any deficiencies, documents would be drafted to protect the company. If there was any employment training that was needed it would be produced according to the needs of the company. The most important aspect of medical practice employment is the employment agreements. An employment agreement spells out several terms about the contractual relationship. Whether these need to be created or reviewed, we would make sure they are designed to benefit the employee and protect the practice. Working with the doctor’s office, we would determine what is the best structure for the agreement and how the agreement differs depending on the nature of the employee. For example, an employment agreement would be different for a doctor than with an administrative employee, given differences involved with licensing, salary and exposure to company assets and relative risk. At will employment versus contractual agreements would be discussed in addition to the pros and cons associated with each. All of the agreements recommended to the client would have non-compete, non-solicitation, and non-disclosure provisions. These are important because a manager or owner of a business may possibly share with employees in consultation about how to maximize the business revenue. This information shouldn’t be shared with other people should that employee cease working there and begin employment for another similar or competitive practice. In summary, a review and improvement of existing documents, and the drafting of new documents that put the medical practice in the best position to protect both their employees and business.

Corporate Compliance

The next step is to improve upon employee policy by drafting an employee manual. A human resources manual and other HR documents would be produced, to detail how the practice should be run, and how the company deals with several factors that might arise from employment needs. A Policy and Procedures manual would be central to this effort. A policy and procedure manual, would determine how the company is going to use their protected health information or PHI. We ensure this is in compliance with HIPAA and other federal legislation about both health information and the disclosure of that health information. From there we would take a look at the medical practices HIPAA compliance. This may include making a full audit of the practice. Everything from their disclosures, to how they protect information and even if they have the correct documents, would be examined to avoid any problems associated with HIPAA compliancy. First and foremost, there is a notice of privacy practices that needs to be produced. That document is both used inside of the clinic and the office. The notice of privacy practices would also be used online in any type of digital advertisements, online websites, or social media.

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