This is not legal advice. Foundry PC is not a law firm.
If you've talked to anyone about multi-state telehealth structures, you've heard the phrase "super PC." It's a real and useful model. It's also oversold. Here's how it works and where it stops working.
What a super PC is
A super PC is a single professional corporation formed in a permissive state, most commonly Florida, that is then foreign-qualified (registered to do business) in as many other states as will accept it. The physician owner holds licenses in each state where the PC operates. Instead of forming 30 separate entities with 30 sets of documents, you form one and register it 30 times.
Florida is the usual home because it does not have a corporate practice of medicine doctrine and allows a broad range of professional entity structures. That makes it flexible as a base.
For a company that needs to be in 20 to 40 states, this is dramatically cheaper and faster than forming domestic entities everywhere. Many states process a foreign qualification in days.
Where it breaks
A meaningful group of states will not accept a foreign professional corporation for the practice of medicine. They require a domestically formed professional entity, sometimes with regulatory pre-approval. The list shifts as states update rules and as Secretaries of State change their interpretation, but the consistent problem states include:
- New York. Requires a domestic PC or PLLC with NYSED certificate of authority before Department of State filing. No foreign professional entities for medicine.
- California. Requires a California professional corporation. Foreign qualification of an out-of-state medical PC is not accepted.
- New Jersey. Requires a domestic professional entity.
- Oregon. Domestic entity, and now subject to SB 951 restrictions.
- Utah. Utah's Division of Corporations has declined to accept foreign qualification of an out-of-state professional corporation as a professional entity, requiring a separately formed Utah domestic entity. We learned this the hard way on a client build.
Several others fall into a gray zone where the filing may be accepted but the medical board or licensing authority takes a different view. This is where a one-time eligibility review by counsel, before you file anything, pays for itself.
The practical entity map
For most multi-state companies, the structure ends up as:
- One super PC in Florida (or another permissive base state), foreign-qualified into the 25 to 40 routine states.
- Separate domestic PCs in the states that require them, typically New York, California, New Jersey, and any other "must-be-domestic" state on your list.
- One MSO that contracts with each PC under parallel management services agreements.
- One physician owner (or a small group) licensed in every state, owning every PC.
Each domestic PC needs its own document suite adapted to that state's rules, its own registered agent, and its own annual filings. That's the real cost of the hard states, and it's why a 50-state quote is never just "50 times the foreign qualification fee."
Planning questions to answer before you file
- Which states do you need on day one vs. in 12 months? Build for day one; know the per-state cost to add.
- Is your physician owner licensed in every required state, or will licensure be the bottleneck? Licensure timelines in some states exceed entity formation timelines.
- Do any of your target states require regulatory approval before the entity can operate (New York) or transaction notice (California, Massachusetts, others)?
- Are you medicine, or are you therapy, ABA, or nursing? The professional entity rules differ by profession and the "must be domestic" list changes.
How Foundry PC approaches it
Every Foundry multi-state build starts with a state-by-state eligibility review by independent healthcare counsel, so you know which states are routine foreign qualifications, which need a domestic entity, and which have a regulatory wait before we file anything. Our SOWs price routine foreign qualifications, complex states, and domestic PCs separately so there are no surprises.
Book a 20-minute call and bring your state list. We'll tell you where the hard states are.