The corporate practice of medicine doctrine

The corporate practice of medicine (CPOM) doctrine is the body of state law prohibiting corporations owned or controlled by non-licensees from practicing medicine, employing physicians to practice medicine, or exercising control over physicians’ clinical judgment. It is the reason the MSO-PC structure exists, and it consists of fifty-one separate bodies of law that differ by state and by profession.

​

What CPOM actually prohibits

Three distinct prohibitions, which states adopt in different combinations:

1. A lay entity may not practice medicine. A corporation cannot hold a medical license, so a corporation delivering medical care is practicing without one.
2. A lay entity may not employ physicians to practice medicine. The employment relationship itself is the problem, because employment implies control.
3. A lay entity may not control clinical judgment. The broadest and most modern formulation, and the one recent statutes have converged on.

The third prohibition is the one most often applied today. A structure that satisfies (1) and (2) on paper, with a licensee-owned PC, can still fail (3) if the management company directs clinical decision-making in practice.

​

Where the law comes from

CPOM has no single source, which is why “is my state a CPOM state?” is difficult to answer. In any given state the doctrine may rest on: A state can have no CPOM “statute” and still enforce the doctrine vigorously through board rules and case law. Washington is a frequently cited example of doctrine resting on case law and agency interpretation rather than an explicit statute.

​

The spectrum

Roughly 32 states plus the District of Columbia recognize or enforce CPOM in some form; the remainder do not, though most of those still restrict professional-entity ownership to licensees through their professional corporation acts.¹ Eight jurisdictions are ambiguous and are classified differently by different commentators. “No CPOM doctrine” does not mean “anyone can own a PC.” Delaware and Alaska have no meaningful CPOM doctrine but still restrict professional corporation ownership to licensed persons. The doctrine and the professional corporation act are separate constraints, and you have to clear both. Florida is the most important structural exception. Rather than a friendly PC, a non-physician-owned entity can bill for care if it holds a health care clinic license under the Health Care Clinic Act, Fla. Stat. ch. 400, pt. X, a materially different architecture with its own requirements including a licensed medical director.² Look up your state: CPOM by state, then the state’s own page. “Which states have CPOM?” is not a useful question to bring to counsel. Commentators count the CPOM states differently because “recognize” and “enforce” are not defined terms, and the count answers nothing about your structure. Four questions do: who may own the professional entity (almost every state restricts this through its professional corporation act, CPOM doctrine or not); who may employ the clinicians; which decisions must remain with the clinician; and what the MSO may be paid, and how (fee-splitting and anti-kickback law, which exist in states with no CPOM doctrine at all). A state can be permissive on the first and strict on the fourth, as New York is.

​

What “control” means functionally

Regulators do not decide these cases from the headings in your MSA. They ask a set of functional questions, and the answers determine whether the lay entity is in substance practicing medicine. The indicia of control: These questions now appear in statute. Oregon’s SB 951 reaches MSO control over scheduling, clinician compensation, coding, billing, and payer contract terms. California’s SB 351 enumerates interference with professional judgment to include determining what diagnostic tests are appropriate, determining referral necessity, being responsible for overall patient care, and setting how many patients a physician sees or how many hours they work, and separately bars management entities from controlling billing, coding, equipment selection, and clinical staff oversight.³ Legislatures enumerated these functions because generic clinical-independence language was not changing behavior. See What an MSO can and can’t do for the two-column working model.

​

Substance over form

Modern case law turns on what an arrangement does, not on how it is documented. In Allstate Insurance Co. v. Northfield Medical Center, P.C., 228 N.J. 596, 159 A.3d 412 (2017), a chiropractor formed a medical practice nominally owned by a physician who never practiced there, and required that physician to sign “captive” documents letting the management company remove and replace him at will. The New Jersey Supreme Court adopted a broad reading of the knowledge element under the state’s Insurance Fraud Prevention Act, allowing the insurer to pursue recovery of payments made to the practice.⁴ The arrangement was fully documented. The documents were themselves the evidence, because of the control they gave the management company. Enforcement here came from a payer rather than a licensing board: an insurer sued to claw back claims it had already paid. That exposure is materially larger than a board fine, and it is available to any payer that concludes it paid claims to an unlawfully structured practice.

​

Parallel doctrines

Other professions have their own versions of the doctrine, and they are sometimes stricter than the medical one: Corporate practice of dentistry. Frequently more explicit than the medical doctrine, with dentistry-specific statutes and, in several states, DSO registration requirements. Painless Parker v. Board of Dental Examiners, 216 Cal. 285, 14 P.2d 67 (1932), is the foundational case.⁵ California’s SB 351 covers dental practices alongside medical ones. See Dental: the DSO model. Corporate practice of optometry. Varies widely and interacts with retail optical. Some states carve out retail arrangements explicitly, which is why national optical chains can adjoin optometry practices. Mississippi is strict for optometry while permissive for medicine. See Optometry and vision. Corporate practice of veterinary medicine (CPVM). Present in some states, absent in many, which is one reason veterinary consolidation moved faster than consolidation in human medicine. See Veterinary. Chiropractic, physical therapy, and behavioral health. Application varies enormously. Isles Wellness, Inc. v. Progressive Northern Insurance Co., 703 N.W.2d 513 (Minn. 2005), applied corporate practice principles to chiropractic and physical therapy clinics.⁶ See Physical therapy and chiropractic. Check the doctrine for your profession, not for medicine generally. A state can be permissive for physicians and strict for dentists or optometrists. Multi-disciplinary groups have to clear every applicable doctrine.

​

The exceptions that exist in most states

Even strict states carve out categories:

• Hospitals and health systems may employ physicians in many states. Berlin v. Sarah Bush Lincoln Health Center, 179 Ill. 2d 1, 688 N.E.2d 106 (1997), recognized a hospital-employment exception in Illinois.⁷
• Nonprofit and charitable entities — Texas’s certified nonprofit health organizations under Occupations Code § 162.001 are the best-known example.
• HMOs and managed care organizations under specific statutory authority.
• Governmental entities and academic medical centers.
• Certain federally qualified health centers and clinics.

These exceptions matter: if your model fits one, you may not need a friendly PC at all. See Alternatives to MSO-PC.

​

What is changing right now

The doctrine is changing faster now than at any point since it was established. Three patterns stand out:

1. Codification with enumerated prohibitions. Oregon, California, and Vermont have moved from doctrine-by-inference to statutes listing specific forbidden functions.
2. Targeting the investor, not just the structure. California’s SB 351 and Vermont’s Act 133 name private equity groups and hedge funds specifically.
3. Transparency and transaction review. A growing set of states now require notice or approval for healthcare transactions and disclosure of MSO and PE ownership — Massachusetts, Indiana, New Mexico, Connecticut, Illinois, Colorado, Maine, and others.

Use Oregon’s timeline as a planning benchmark: new arrangements from January 1, 2026, and pre-existing arrangements must comply by January 1, 2029.⁸ Existing structures are not grandfathered indefinitely. See Enforcement, and what happens when structures fail and the legislation tracker.

​

Sources

1. MedPath, Corporate Practice of Medicine (CPOM) Across the 50 States and D.C.. Counts vary by commentator; verify individual states against primary sources on their state pages via the summary map.
2. Fla. Stat. ch. 400, pt. X. Florida Statutes.
3. Or. S.B. 951 (2025); Cal. S.B. 351 (2025). See Nixon Peabody, Oregon SB 951 explained; Benesch, California Enacts SB 351.
4. Allstate Insurance Co. v. Northfield Medical Center, P.C., 228 N.J. 596, 159 A.3d 412 (2017). Opinion.
5. Painless Parker v. Board of Dental Examiners, 216 Cal. 285, 14 P.2d 67 (1932).
6. Isles Wellness, Inc. v. Progressive Northern Insurance Co., 703 N.W.2d 513 (Minn. 2005).
7. Berlin v. Sarah Bush Lincoln Health Center, 179 Ill. 2d 1, 688 N.E.2d 106 (1997).
8. Holland & Knight, An Update on the Implementation and Implications of Oregon’s New CPOM Laws (May 2026).