Practice Entities 101 / Lesson 04
Practice property, leases, and insurance: make every entity's role explicit
A California physician guide to the professional practice, property owner, lease, personal guarantee, asset schedule, and issued-policy review.
A physician group buys a building through one entity and delivers care through another. That structure can be sensible, but it creates a chain that must work in real life: the right owner holds title, the right tenant pays rent, the lease matches the operations, the clinician keeps clinical control, the guaranty has an identified signer, and the issued policies address the actual entities and uses.
The entity chart, ownership records, lease, guaranty, accounting, and insurance each answer a different question. None alone proves the entire arrangement or guarantees a policy response.
Use five questions to build the map: who provides care, who owns the asset, who has the right to use it, who guarantees debt, and which issued policy may be intended to respond to each risk.
The practice entity provides care
The professional practice employs or contracts with clinicians and provides medical services through a lawful California structure. It can also employ staff, bill patients, and sign business contracts. Business and Professions Code section 2400 and Medical Board guidance preserve the professional-practice boundary. A property company, lender, or manager does not acquire clinical-control authority by owning the building or device.
Patient care and business operations can create different exposures for the professional practice. Professional-liability insurance may address covered professional claims. Other commercial policies may address premises, employment, cyber, vehicle, property, or other business claims. The issued policy terms and the facts determine the response.
The entity structure does not transfer clinical judgment to another person. It also does not fund a defense or judgment by itself. Insurance can provide a defense or payment only for a claim covered under the issued terms.
The property entity owns defined property
A property entity is a company that owns property used by the practice. It may own the medical office building. It may also own major equipment when the value and risk justify the additional administration. The property entity should use separate records, accounts, and contracts that show the ownership and use arrangement.
Property ownership creates its own liability. A visitor may fall because of a dangerous property condition. A contractor or lender may enforce a contract against the property entity.
The records should show which entity owns each asset, who uses it, and which agreement authorizes the use. Each entity may need its own contracts or insurance review for property and operations, but a list of entity names is not proof that it is an insured.
The property entity may need commercial-property, premises-liability, or other coverage. The practice's policy does not automatically cover a separate owner. Give the broker or authorized insurer accurate information it requests about the entities, property, and activities, then compare any answer with the issued form and endorsements. See LLCs and charging orders in California.
The lease connects the entities
A lease gives the practice a contractual right to use property. It should identify the correct landlord, tenant, premises, rent, term, repairs, and end conditions. It should also allocate insurance, access, maintenance, and indemnity duties where relevant.
Indemnity is a contract duty to pay or protect another party against a specified loss. An additional insured receives only the stated coverage another policy grants. An endorsement changes a policy. If the lease requires additional-insured coverage, identify the required endorsement and compare the issued endorsement with the lease. A certificate is not a policy and does not amend, extend, or alter coverage under California law.
Use exact landlord, tenant, premises, payment, repair, indemnity, and insurance terms. Compare each insurance requirement with the policy, declaration, and endorsement that may address it. A lease can require insurance; it cannot create coverage or make the landlord, tenant, or guarantor an insured.
The parties should follow the lease after signing. Invoice and pay rent as required. Record repairs, improvements, and shared expenses under the correct entity.
A lease that is never invoiced and never paid undermines the claimed separate operations. The accounting record should show how the parties actually handled rent, repairs, improvements, and shared expenses.
The same rule applies to equipment. Records should show purchase, lease, maintenance, repairs, operator, location, clinical-approval authority, and insurance review for each major asset. A spreadsheet entry alone does not transfer ownership, clinical authority, or operating risk.
A personal guarantee creates personal liability
A personal guarantee is a promise to answer for another person or entity's debt. A landlord or lender may require one for a lease or property loan. The guarantee can create individual contractual exposure for an obligation of the practice or property entity.
Record the cap or formula, whether the guaranty is continuing, the triggering events, waivers, collateral, and release terms. Confirm its effect after renewal, assignment, sale, refinance, or default. Do not assume a new tenant or borrower releases the old guarantor; obtain the creditor's written release when applicable.
Professional-liability insurance does not turn rent or loan debt into a covered professional claim merely because the business cannot pay. The repayment contract and each policy remain separate analyses.
Update the lease, records, and insurance after a change
Later changes can create mismatches. The practice may pay for equipment that another entity is meant to own. A lease for a second location may name the wrong entity. A property policy may still name the former owner after a transfer. The entities may stop invoicing and paying rent.
Review the arrangement when any asset, location, loan, lease, service, or owner changes. Update the contract, accounting record, entity map, and insurance review together. Do not represent an application, quote, broker email, or certificate as a completed coverage change.
Each entity has recurring costs and work. It needs records, accounts, contracts, filings, and insurance analysis. Read how to maintain separation between practice entities. Compare the property's equity and liability with formation fees, annual filings, tax work, separate accounts, contract administration, and insurance costs.
Maintain a property schedule
Use a separate row for each location or major property item.
| Item | Legal owner | User | Lease or contract | Debt or guarantee | Policy intended to address property | Policy intended to address liability |
|---|---|---|---|---|---|---|
| Medical office | ||||||
| Major equipment | ||||||
| Other location |
Review the schedule before a purchase, lease, refinance, renovation, new service, or ownership change. Compare each exact legal name and role with the formation record, contract, and issued policy.
The entity schedule should state the property's value and the recurring formation, filing, tax, account, contract, and insurance costs. The ownership decision must use those recorded facts, not a general assumption based on whether the asset is equipment or a building.
A separate property entity does not replace insurance, and an insurance policy does not validate the entity or lease structure.
Sources
- Medical Board of California - Corporate Practice of Medicine
- California Department of Insurance - Commercial Insurance Guide
- California Legislative Information - Civil Code section 2787
- California Legislative Information - Business and Professions Code section 2400
- California Legislative Information - Insurance Code section 384