The short version
In California, a dental practice corporation must be owned and run by licensed dentists, with narrow exceptions in Corp. Code § 13401.5. Its name must say it's a corporation, and every share certificate needs a legend spelling out who can own the shares.
- BPC §§ 1800–1808, 16 CCR § 1060
- State fee $100 + $25 SOI (within 90 days)
- Regulator: Dental Board of California
Last reviewed: October 30, 2026
Who can own it
Under BPC § 1800, a dental corporation is a professional corporation under the Moscone-Knox Professional Corporation Act (Corp. Code § 13400 et seq.), and its governmental agency is the Dental Board of California. BPC § 1805 requires each director, shareholder and officer to be a licensed person, except as provided in Corp. Code §§ 13401.5 and 13403. Certain other licensed professionals listed in Corp. Code § 13401.5 may hold a minority interest.
| Role | Must be a licensed dentist? | Exception |
|---|---|---|
| Shareholder | Yes | Certain licensees under Corp. Code § 13401.5 (minority interest) |
| Director | Yes | Corp. Code §§ 13401.5, 13403 |
| Officer | Yes | Corp. Code §§ 13401.5, 13403 |
The name rule
BPC § 1804 (amended effective January 1, 2025) requires the name to include "dental corporation" or wording or abbreviations denoting corporate existence.
| Example | OK? |
|---|---|
| Smile Dental Corporation | ✔ |
| Smile Dental Group (without corporate wording) | ✘ |
Share transfer rules and where they live
Under 16 CCR § 1060, shares may be owned only by dental corporations or licensed dentists (subject to § 13401.5). The terms must be in the articles or bylaws (or a written agreement for sale terms). Income earned while a shareholder is disqualified can't benefit that shareholder. 16 CCR § 1059 covers security for claims against a dental corporation.
| Event | Shares must be sold within |
|---|---|
| Shareholder's death | 6 months |
| Shareholder becomes ineligible or disqualified | 90 days |
The share-certificate legend
16 CCR § 1060 requires share certificates to carry a legend stating the restrictions. Sample, have your attorney confirm:
"The shares represented by this certificate may be owned only by licensed dentists or dental corporations, or as otherwise permitted by Corp. Code § 13401.5, and are subject to the transfer restrictions in the corporation's articles or bylaws under 16 CCR § 1060."
Common trap: Generic stock certificates without the legend.
Common trap: Using 'Group' or 'Associates' without corporate wording.
Common trap: Not buying out a departing/deceased shareholder on time.
Formation checklist
- Name check.
- Articles of Incorporation (professional), $100 state fee.
- Statement of Information within 90 days, $25.
- EIN.
- Bylaws with § 1060 provisions.
- Issue legended share certificates.
- Corporate records book.
Can a non-dentist own a dental practice?
Not through the dental corporation itself, outside the narrow § 13401.5 exceptions. Management service organizations exist but are outside corporate formation scope; talk to a health-care attorney. This is not legal advice.
FAQ
Official sources
- BPC § 1800
- BPC § 1804
- BPC § 1805
- 16 CCR § 1059 (Cornell LII)
- 16 CCR § 1060 (Cornell LII)
- Corp. Code § 13400 et seq.
Last reviewed: October 30, 2026
Corp USA is not a law firm and does not provide legal advice. Private information and filing service; not a government agency.