A corporate structuring problem first
CPOM compliance is an application of the same work HSK performs for companies in every sector: choosing entities, drafting charters and bylaws, setting board authority, and writing the agreements between related companies. Healthcare adds one constraint, which is that licensed professionals must own and control the clinical entity.
The rule
Many states prohibit a lay corporation from practicing medicine or employing physicians to do so. The prohibition reaches ownership, but it also reaches control: who decides staffing, scheduling, protocols, and patient care. A structure that is compliant on the cap table can still fail if the business entity directs clinical decisions.
The standard structure
The common answer is two entities. A professional corporation or PLLC, owned by licensed physicians, holds the medical licenses, employs or contracts the clinicians, and owns the clinical relationship with patients. A management services organization, which investors may own, provides non-clinical services: billing, technology, marketing, facilities, and administrative staff.
Where structures fail
Three patterns draw scrutiny. First, management fees set as a percentage of professional revenue, which some states treat as fee-splitting. Second, stock transfer restriction or succession agreements that give the MSO practical control over who owns the PC. Third, MSO staff who approve clinical protocols or prescribing rules.
What HSK puts in place
A management services agreement with a fair-market-value fee methodology, an explicit list of reserved clinical decisions, a clinical independence clause mirrored in the PC's governing documents, state-by-state telehealth consent workflows, and physician contractor agreements that sit with the PC rather than the MSO. HSK reviews the arrangement against each state where patients are located, because the patient's state, not the company's headquarters, usually sets the rule.
This briefing is general information, not legal advice. Requirements vary by state and by the facts of each organization.