CPOM Compliance for Delaware Healthcare Startups
Delaware has no California-style standalone CPOM statute, but 8 Del. C. §§ 603, 605, and 610 still limit professional-corporation shareholders to licensed persons, and Title 24 Chapter 17 still licenses who may practice medicine.
Get a Free CPOM AssessmentThe law in Delaware
Key authorities (official text)
8 Del. C. § 603 · 8 Del. C. § 605 · 8 Del. C. § 610 · 24 Del. C. ch. 17Delaware Code Title 8, Chapter 6 (Professional Service Corporations) · §§ 601–619 index · Delaware Code Title 24, Chapter 17 (Medical Practice Act).
Delaware CPOM is Limited. The state does not copy California Business & Professions Code § 2400. Official 8 Del. C. § 603 defines a professional corporation as one whose shareholders are individuals duly licensed to render the same professional service (medicine is expressly listed). 8 Del. C. § 605 authorizes licensed persons to organize such a corporation. 8 Del. C. § 610 bars issuance of capital stock to anyone other than a licensed individual. Title 24 Chapter 17 still licenses medicine. Wilmington diligence still wants a physician-owned PC plus a fair-market-value MSA.
Do not cite the absence of a California-style standalone ban as permission for a lay operating company to practice medicine. The Professional Service Corporation Act binds entities that elect that form; Title 24 still licenses people. A medical-director title on a Delaware operating company does not satisfy either layer.
Do not treat a Delaware HQ as a CPOM passport. CPOM follows the patient. If you treat New York, New Jersey, Pennsylvania, or Maryland patients, those states control. Collaboration for NPs/PAs is a different job from owning the Professional Corporation. See collaborating physician vs physician PC owner.
Typical PC / MSO structure in Delaware
When Delaware patients or a Delaware clinical entity are in scope, form a Delaware professional corporation under Title 8 Chapter 6 owned by a Delaware-licensed MD or DO. The MSO provides non-clinical services under a written MSA at fair market value. Clinical revenue lands in the PC. Foundry forms that structure ($15,000) and matches a friendly PC owner ($3,000/mo). Not a rented Super PC. Not a reading of "Delaware has no CPOM" as coverage for other patient states.
If you also treat Pennsylvania, New Jersey, Maryland, or New York patients, Delaware's Limited label does not control those states. Start with the CPOM 50-state guide. Neighboring Pennsylvania, New Jersey, Maryland, and New York 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.
| Delaware fact pattern | Typical entity | Why |
|---|---|---|
| Delaware-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 Wilmington / Dover patients | Delaware professional corporation + FMV MSA | Buyers and payers test CPOM compliance the same way they do in strict states |
| Delaware HQ with patients only in other states | Form for the patient states; Delaware HQ alone is not enough | CPOM follows the patient, not the HQ charter |
| Delaware plus Pennsylvania, New Jersey, Maryland, or New York | Form for the neighboring states you treat, then qualify Delaware if needed | Delaware's Limited label does not soften NYSED or New Jersey Board rules |
Fee-splitting and funds-flow risk
Title 8 Chapter 6 share rules plus Title 24 licensure are the corporate-practice 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 Delaware CPOM with the fee-risk table on CPOM compliance.
| Delaware pattern | Risk | Safer pattern |
|---|---|---|
| Lay LLC holds itself out as practicing medicine | High: Title 24 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 in a professional corporation under Title 8 ch. 6 | High: § 610 | Licensed-physician ownership only |
| Cite Delaware HQ as covering NY / NJ / PA 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 | Delaware fail signal |
|---|---|---|
| Delaware medical licensing | License under Title 24 ch. 17; professional-corporation owner list vs § 610 | Figurehead PC owner; MSO writing protocols; unlicensed holding-out |
| Buyer diligence | Shareholder ledger vs Division of Corporations; § 610 owner file; one claim from payer to PC bank to MSA invoice | MSO lockbox; percentage MSA; no Delaware-licensed owner when Delaware patients sit in scope |
| Payer / credentialing | Claim TIN and group NPI on the physician-owned PC | Marketing MSO TIN on the claim |
What Delaware founders need to know
- Delaware is Limited, not "no CPOM." §§ 605 / 610 are the professional-corporation share rules; Title 24 is the license rule.
- A Delaware HQ is not a CPOM passport for other patient states.
- Unlicensed holding-out as a physician is still the Medical Practice Act overlay.
- Wilmington / Dover 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.
Delaware CPOM FAQ
Does Delaware have CPOM?
Delaware is Limited / more flexible than California or New York. There is no B&P § 2400 analogue. 8 Del. C. §§ 605 / 610 and Title 24 still expect licensed control of medicine and clean professional-corporation owners. Foundry keeps Delaware as Limited on the CPOM 50-state guide.
Do I still need an MSO-PC in Delaware?
Yes for most venture-backed and multi-state models that treat Delaware patients or use a Delaware clinical entity. The professional entity holds clinical care; the MSO is paid fair market value for non-clinical services.
Can unlicensed owners hold a Delaware professional corporation?
Official 8 Del. C. § 610 still restricts capital stock to licensed individuals. Confirm current text with counsel.
Does a Delaware HQ replace state-by-state CPOM?
No. CPOM follows the patient, not your Delaware HQ. Form for each patient state on the CPOM 50-state guide.
How does Foundry help with Delaware CPOM?
MSO-PC formation is $15,000 one-time. A Delaware-licensed physician PC owner is $3,000/mo. Foundry is not a law firm.