CPOM Compliance for Alaska Healthcare Startups
Alaska has no California-style standalone CPOM ban. AS 10.45 still limits who may own a professional corporation and who may render its service, and AS 08.64 still licenses medicine.
Get a Free CPOM AssessmentThe law in Alaska
Key authorities (official text)
AS 10.45 · AS 10.45.050 · AS 10.45.070 · AS 08.64AS 10.45.010 (Incorporation) · AS 10.45.050 (Issuance of shares) · AS 10.45.070 (Management) · Division entity-type FAQ · State Medical Board.
Alaska CPOM is Limited. The state does not copy California Business & Professions Code § 2400. Official AS 10.45.010 lets one or more persons, each licensed to render a professional service in this state, incorporate a professional corporation. AS 10.45.050 restricts shares to licensed persons (with a narrow revocable-trust path the operator default does not use). AS 10.45.070(a) gives the board continuing exclusive authority over management decisions necessary to conduct the profession. Medicine is licensed under AS 08.64 through the State Medical Board. Anchorage diligence still wants a physician-owned PC plus a fair-market-value MSA.
Do not read the absence of a California-style ban as permission for a lay operating company to practice medicine. If you elect a professional corporation under AS 10.45, the ownership rules and the rendering rules apply. A medical-director title on an Alaska operating company does not satisfy either layer. Foundry still recommends a physician-owned PC plus an FMV MSA for multi-state and venture-backed models that treat Alaska patients.
AS 10.45.010 is a domestic filing: articles go to the Department of Commerce, Community, and Economic Development, with a certificate from the regulatory board that each incorporator, director, and shareholder is licensed. AS 10.45.020 says a professional corporation may render one type of professional service only. The Division of Corporations entity-type FAQ describes the professional corporation under AS 10.45 as that domestic path. The chapter does not provide a foreign professional-corporation registration. Confirm the current FAQ with counsel before you try to qualify an out-of-state PC as an Alaska professional corporation.
AS 10.45.030 says the corporation may render professional services only through persons licensed in Alaska to render the same type of service, and only if those persons are its shareholders, directors, officers, employees, or agents. AS 10.45.050 limits share issuance to persons licensed by a regulatory board of the state to render the service named in the articles, or to a revocable or joint revocable trust if a settlor is a person so licensed. Shares may not go to any other person or trust. Foundry's operator default is the licensed physician shareholder. Do not build the model on the trust sentence without counsel.
AS 10.45.060 says a person may not be a director or officer unless that person is a shareholder, and a person may not be a shareholder, director, or officer of more than one professional corporation at one time. Treat that as a real constraint on stacking Alaska professional corporations. Confirm with counsel before you assume the same physician can sit as shareholder of two Alaska PCs, or of an Alaska PC plus another professional corporation. It is a reason to scope the entity with counsel, not a reason to rent a shared shell.
AS 10.45.070(a) vests management in the board and gives that board continuing exclusive authority to make the management decisions necessary to conduct the profession. Officers have the authority the board grants. A shareholder does not bind the corporation merely by holding shares. AS 10.45.100 prohibits a voting trust over the shares. AS 10.45.080 limits a sale or transfer of shares to another individual licensed to render the same professional service. AS 10.45.110 says a professional corporation may not hold stock in another professional corporation, and may not merge or consolidate with a foreign professional corporation.
Medicine sits on top of the corporate statute. AS 08.64 is the medical licensure chapter administered by the State Medical Board. A lay LLC that holds itself out as practicing medicine does not become compliant because Alaska is labeled Limited. AS 10.45.180 says the professional-corporation chapter does not limit the licensing board's authority over the profession.
Do not treat an Alaska charter as a CPOM passport. CPOM follows the patient. If you treat Washington, Oregon, or Hawaii patients, those states control. Collaboration for NPs/PAs is a different job from owning the Professional Corporation. See collaborating physician vs physician PC owner. Multi-state telehealth framing is on the telehealth hub.
Typical PC / MSO structure in Alaska
When Alaska patients or an Alaska clinical entity are in scope, form an Alaska professional corporation under AS 10.45 owned by an Alaska-licensed physician. The MSO provides non-clinical services under a written MSA at fair market value. Clinical revenue lands in the PC. The PC board keeps the management decisions AS 10.45.070 assigns to it. Foundry forms that structure ($15,000) and matches a friendly PC owner ($3,000/mo). Not a rented Super PC. Not a reading of "Alaska is flexible" as coverage for other patient states.
If you also treat Washington, Oregon, or Hawaii patients, Alaska's Limited label does not control those states. Start with the CPOM 50-state guide. Neighboring Washington, Oregon, and Hawaii have their own statutes.
When you still need a PC vs only an MSO
Use the table as an operator rule, not a filing opinion. Confirm with counsel.
| Alaska fact pattern | Typical entity | Why |
|---|---|---|
| Alaska-only, cash-pay, physician already owns the practice | May stay on the existing professional corporation | Still document clinical control and FMV admin if an MSO is in the picture |
| Venture-backed or multi-state telehealth that includes Anchorage / Fairbanks / Juneau patients | Alaska professional corporation + FMV MSA | Buyers and payers test CPOM compliance the same way they do in strict states |
| Alaska HQ with patients only in other states | Form for the patient states; an Alaska HQ alone is not enough | CPOM follows the patient, not the HQ charter |
| Out-of-state PC offered as the Alaska clinical entity | Domestic AS 10.45 filing when Alaska patients are in scope | The chapter's FAQ path is domestic. AS 10.45.110 also bars a merger with a foreign professional corporation |
| Alaska plus Washington or Oregon | Form for the neighboring states you treat, then the Alaska PC if Alaska patients are in scope | A Limited label does not soften Washington RCW 18.100 or Oregon SB 951 |
Fee-splitting and funds-flow risk
Professional-corporation share rules plus medical licensure are the overlay buyers still test. A percentage-of-collections management fee is the pattern that looks most like a split of professional fees and like de facto control. Prefer a fixed or FMV-supported admin fee. Pair Alaska CPOM with the fee-risk table on CPOM compliance.
| Alaska pattern | Risk | Safer pattern |
|---|---|---|
| Lay LLC holds itself out as practicing medicine | High: AS 08.64 license overlay | Licensed-physician ownership of the professional corporation |
| MSO paid % of professional collections | High: diligence + fee-split overlay | Fixed FMV admin fee with a memo |
| Lay equity, or shares outside AS 10.45.050 | High: licensed-owner rule | Alaska-licensed physician shareholder. Trust path only with counsel |
| Voting trust over PC shares | High: AS 10.45.100 | Board control under AS 10.45.070, no voting trust |
| Same person stacked as shareholder of more than one professional corporation | AS 10.45.060 problem until counsel clears it | One Alaska PC shareholder role, confirmed in writing |
| Cite the Alaska charter as covering WA / OR patients | Wrong read: CPOM follows the patient | Form for each patient state; see the 50-state guide |
| Physician PC + FMV MSA + separate books | Base case | Revisit FMV when volume changes |
Board vs buyer / payer checks
Licensing boards discipline licensees. Buyers and payers run a different file. Use both columns. Full operating map: CPOM compliance.
| Who checks | What they sample | Alaska fail signal |
|---|---|---|
| Alaska State Medical Board | License under AS 08.64; owner and renderer list vs AS 10.45 | Figurehead PC owner; MSO writing protocols; unlicensed holding-out |
| Buyer diligence | Shareholder ledger vs the division filing; AS 10.45.050 owner file; one claim from payer to PC bank to MSA invoice; AS 10.45.060 one-PC question | MSO lockbox; percentage MSA; lay shares; a second PC the same physician already owns |
| Payer / credentialing | Claim TIN and group NPI on the physician-owned PC | Marketing MSO TIN on the claim |
What Alaska founders need to know
- Alaska is Limited, and AS 10.45 still limits shares, rendering, and professional management. AS 08.64 still licenses medicine.
- The professional corporation under this chapter is a domestic filing. There is no foreign PC registration path in AS 10.45.
- AS 10.45.070(a) keeps professional management decisions with the PC board. An MSO schedule does not replace that board.
- AS 10.45.060 limits a person to one professional corporation at a time. Confirm any multi-entity physician role with counsel.
- An Alaska charter is not a CPOM passport for Washington, Oregon, Hawaii, or any other patient state.
- Anchorage / Fairbanks / Juneau health-tech diligence still asks who owns the PC, who bills, and how the MSA is priced.
- Foundry does not drop clients into a plug-in 50-state PC. Multi-state needs a 50-state licensed physician.
Operational checklist: CPOM compliance. Setup path: MSO-PC formation ($15,000). Full map: CPOM 50-state guide. Book a call · Pricing.
Alaska CPOM FAQ
Does Alaska have CPOM?
Alaska is Limited on the CPOM 50-state guide. There is no California B&P § 2400 analogue. AS 10.45 still expects licensed shareholders and licensed rendering, and AS 10.45.070(a) leaves professional management with the board. AS 08.64 still licenses medicine.
Do I still need an MSO-PC in Alaska?
Yes for most venture-backed and multi-state models that treat Alaska patients or use an Alaska clinical entity. The professional entity holds clinical care; the MSO is paid fair market value for non-clinical services.
Can unlicensed owners hold an Alaska professional corporation?
Official AS 10.45.050 restricts shares to licensed persons and a narrow revocable-trust path when a settlor is licensed. The operator default is a licensed physician shareholder. Confirm current text with counsel.
Does an Alaska entity replace state-by-state CPOM?
No. CPOM follows the patient, not your Alaska charter. Form for each patient state on the CPOM 50-state guide, including Washington and Oregon when those patients are on the panel.
How does Foundry help with Alaska CPOM?
MSO-PC formation is $15,000 one-time. An Alaska-licensed physician PC owner is $3,000/mo. Foundry is not a law firm.