> ## Documentation Index
> Fetch the complete documentation index at: https://mso.getlemma.com/llms.txt
> Use this file to discover all available pages before exploring further.

# Massachusetts — CPOM & MSO reference

> Corporate practice of medicine status, professional entity forms, fee-splitting, noncompete law, and MSO-specific requirements in Massachusetts.

Massachusetts is a **strict** corporate practice of medicine state: lay ownership and control of medical practice is prohibited, enforcement is active, and the MSO-PC structure requires careful drafting to hold up.

<Note>
  **High-activity state.** Massachusetts sees substantial MSO-PC activity, which means both more precedent to work from and more scrutiny. Budget for state-specific counsel rather than adapting a template from elsewhere.
</Note>

<Note>
  **Checked August 2026.** Massachusetts's rules come from some combination of statute, licensing board regulation, attorney general opinions, and case law, and they change — check the [legislation tracker](/reference/legal/cpom-legislation-tracker) for pending changes.
</Note>

## 1. CPOM status — medicine

**Tier:** Strict

Doctrine recognized by statute, case law including the *McMurdo* line, and regulation.

## 2. Other professions

The medical answer does **not** determine the answer for other professions. Each has its own doctrine, board, and statute.

| Profession                          | Where to check                                                                                                                                                   |
| ----------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------- |
| **Dentistry**                       | The state dental board and the dental practice act. Dentistry is frequently regulated more explicitly than medicine, and several states impose DSO registration. |
| **Optometry**                       | The optometry board. Retail-optical carve-outs are common and narrow.                                                                                            |
| **Physical therapy / chiropractic** | The respective boards. POPTS restrictions may apply.                                                                                                             |
| **Veterinary**                      | The veterinary board. CPVM exists in some states and not others, on a different map from medicine.                                                               |
| **Behavioral health**               | Multiple boards, one per license type. Whether one entity may employ several license types is the key question.                                                  |

See [Multi-specialty considerations](/concepts/entities/multi-specialty-considerations).

## 3. Professional entity forms

**Permitted forms:** PC or LLC, or operation under a clinic license

**Ownership:** Prohibited for non-licensees

Also confirm before filing:

* **Naming rules**, designator requirements, and whether the name is constrained to licensed owners' surnames
* **Board pre-approval**, whether a licensing board certificate is required *before* the secretary of state will file
* **Officer and director licensure**: several states restrict these roles to licensees, not just shareholders, which forecloses MSO executives serving on the PC's board

See [PC vs PLLC vs PA](/concepts/entities/pc-vs-pllc-vs-pa) and [Form a professional corporation](/guides/formation/form-a-pc).

## 4. Fee-splitting and percentage management fees

**Fee-splitting:** Permitted — verify scope

The practical question for your MSA is whether a **percentage-of-collections** management fee is viable. Flat and cost-plus structures carry materially lower fee-splitting exposure everywhere. See [Fee-splitting rules](/concepts/model/fee-splitting) and [Set the management fee](/guides/agreements/set-the-management-fee).

## 5. Physician noncompetes

Verify current law; Massachusetts has considered provider noncompete restrictions

Noncompete law moved substantially in 2025–2026. The FTC's Non-Compete Rule was vacated, the FTC dropped its appeals in September 2025, and the rule was removed from 16 C.F.R. pt. 910 effective February 12, 2026, leaving regulation primarily to the states, several of which have since restricted or voided physician noncompetes. **Verify current law in this state before including one.** See the [legislation tracker](/reference/legal/cpom-legislation-tracker).

## 6. MSO-specific laws and registration

**H.5159 (January 2025)** requires notice for private equity, REIT, and MSO involvement and limits sale-leasebacks

## 7. Transaction review and notice

Check whether Massachusetts requires notice or approval for healthcare transactions, and whether MSO or private-equity ownership must be disclosed. A growing set of states added these regimes in 2025–2026 — see the [legislation tracker](/reference/legal/cpom-legislation-tracker) for the current list.

## 8. Practical structuring notes

The MSO notice requirement is the distinguishing feature — it attaches to the management relationship itself, not only to transactions. The clinic license is an alternative route worth evaluating.

### The standing checklist for any state

* [ ] Confirmed the permitted entity form **for your profession**
* [ ] Confirmed whether board pre-approval is required before filing
* [ ] Confirmed whether officers and directors must be licensees
* [ ] Confirmed the fee structure is lawful here
* [ ] Clinical carve-out drafted against **this state's** current statutory language
* [ ] Transfer restriction agreement checked against current state law
* [ ] Noncompete provisions checked against current state law
* [ ] MSO foreign-qualified before it has employees here
* [ ] Any MSO registration or transaction notice obligation identified

## 9. Sources and where to verify

| What                                    | Where                                                                                           |
| --------------------------------------- | ----------------------------------------------------------------------------------------------- |
| Professional entity statute             | Massachusetts code — professional corporation / professional LLC provisions                     |
| Medical practice act and board rules    | The Massachusetts medical board                                                                 |
| Dental, optometry, PT, veterinary rules | The respective Massachusetts boards                                                             |
| Attorney general opinions               | The Massachusetts Attorney General                                                              |
| Entity formation and good standing      | The Massachusetts Secretary of State                                                            |
| Pending legislation                     | The Massachusetts legislature's bill tracker                                                    |
| Unclaimed property                      | The Massachusetts unclaimed property administrator, via [unclaimed.org](https://unclaimed.org/) |

For the cases and statutes referenced above, see [CPOM case law](/reference/legal/cpom-case-law). For enacted and pending legislation across all states, see the [CPOM & MSO legislation tracker](/reference/legal/cpom-legislation-tracker).


## Related topics

- [The corporate practice of medicine doctrine](/concepts/model/cpom.md)
- [Fee-splitting rules, explained](/concepts/model/fee-splitting.md)
- [Who can own a professional entity](/concepts/entities/who-can-own-what.md)
- [Form a professional corporation](/guides/formation/form-a-pc.md)
- [Draft the management services agreement (MSA)](/guides/agreements/draft-a-management-services-agreement.md)
- [Run a CPOM self-audit](/guides/compliance/run-a-cpom-self-audit.md)
- [CPOM case law](/reference/legal/cpom-case-law.md)
- [CPOM & MSO legislation tracker](/reference/legal/cpom-legislation-tracker.md)
- [MSA clause anatomy](/reference/legal/msa-clause-anatomy.md)