CPOM Compliance for Mississippi Healthcare Startups
Mississippi has no California-style standalone CPOM ban. The Board still keeps medical judgment with the licensed physician, and a medical professional corporation's shareholders are licensed physicians.
Get a Free CPOM AssessmentThe law in Mississippi
Key authorities (official text)
Policy 3.02 · Miss. Code § 79-10-31 · § 73-25-1 · § 73-25-33Board policies (Policy 3.02) · Medical Practice Act · Professional Corporation Act compilation (SOS).
Mississippi CPOM is Nuanced. The state does not copy California Business and Professions Code § 2400. Mississippi State Board of Medical Licensure Policy 3.02 (revised by the Board on 16 May 1996 and 20 September 2001, and still published on the Board's policy page) says the Board does not concern itself with the form of a licensee's business arrangement when listed prerequisites are met. Those prerequisites include a Board-licensed physician, sole discretion over the method of treatment, and no compensation as an inducement for referrals. Point 8 of the same policy says that, pursuant to Miss. Code Ann. § 79-10-31, shareholders of a professional corporation rendering medical services shall only be licensed physicians. Medicine itself is licensed under § 73-25-1 and defined in § 73-25-33. Jackson diligence still wants a physician-owned PC plus a fair-market-value MSA.
Do not read "the Board does not police the business form" as permission for a lay operating company to practice medicine or to hold the medical PC. Policy 3.02 is a conditional statement. The physician has to stay licensed. Treatment decisions stay with that physician. Billing discretion stays with that physician, with a managed-care caveat the policy itself describes. Referral inducements are out. And if the clinical entity is a professional corporation rendering medical services, the shareholders are licensed physicians. A medical-director title on a Mississippi marketing company does not satisfy point 8.
The share statute is broader on its face than the Board's medical reading. The Secretary of State's Professional Corporation Act compilation sets out § 79-10-31: a professional corporation may issue shares to individuals authorized by law in this or another state to render the professional service in the articles; to professional corporations authorized in Mississippi to render that service; to certain general partnerships; and to any other person or entity only if the licensing authority expressly authorizes it. Shares issued in violation are void. The licensing authority may restrict that issuance by rule. For medicine, the licensing authority's published policy is the tighter sentence: licensed physician shareholders. Foundry's operator default follows Policy 3.02, point 8. Do not build a lay-equity medical PC on subsection (1)(d) without counsel confirming that the Board has expressly authorized it. The compilation is a Secretary of State file, not a substitute for the current code. Confirm the section text before you file.
§ 79-10-5 in that same compilation defines a professional corporation as a corporation for profit, other than a foreign professional corporation, subject to the chapter. A foreign professional corporation is one incorporated under another state's law to render professional services. § 79-10-17 says a domestic or foreign corporation may render professional services in Mississippi only through individuals licensed or otherwise authorized in Mississippi to render the services. That rendering rule is not a passport for an out-of-state shell. The people who practice in Mississippi need Mississippi authority. The shareholder rule for a medical PC is a separate file.
§ 79-10-37, as set out in the compilation, requires the professional corporation to acquire (or cause a qualified person to acquire) shares when a shareholder dies and the successor is not qualified, when a shareholder becomes disqualified, or when shares pass by operation of law to a disqualified person, with a short exception if disqualification lasts no more than five months. Price follows the articles, bylaws, or a private agreement, or the statutory appraisal path if no price is set. Put succession in the PC documents. An MSO side letter does not replace that acquisition duty.
The practice of medicine sits on top of the corporate statute. § 73-25-1 says every person who desires to practice medicine must first obtain a license from the State Board of Medical Licensure. § 73-25-33 defines the practice of medicine to include suggesting, recommending, prescribing, or directing a drug, medicine, appliance, or other agency for the cure, relief, or palliation of disease, or the treatment of injury, when compensation is received or intended. § 73-25-34 is the telemedicine overlay: practicing medicine across state lines into Mississippi generally requires a Board license, with the exceptions the section actually lists. A lay LLC that holds itself out as diagnosing or prescribing does not become compliant because Mississippi is labeled Nuanced. The Board publishes the Act as a reference and tells readers the official Mississippi Code controls for legal purposes. Use the Board page to find the section, then confirm the code.
Do not treat a Mississippi charter as a CPOM passport. CPOM follows the patient. If you treat Alabama, Louisiana, Arkansas, or Tennessee patients, those states control. If Utah patients are on the panel, Utah needs a domestic professional entity under Utah Code § 16-11-7. Registering another state's PC in Utah is not a substitute, and Foundry does not cover Utah with a plug-in network. See Utah CPOM. Collaboration for NPs or PAs is a different job from owning the Professional Corporation. See collaborating physician vs physician PC owner. Aesthetics operators who add Mississippi should also read the med spa hub. Multi-state telehealth framing is on the telehealth hub.
Typical PC / MSO structure in Mississippi
When Mississippi patients or a Mississippi clinical entity are in scope, form a professional corporation whose medical shareholders are licensed physicians, consistent with Policy 3.02 and § 79-10-31. The MSO provides non-clinical services under a written MSA at fair market value. Clinical revenue lands in the PC. The physician keeps the treatment decisions Policy 3.02 assigns to the licensee. Foundry forms that structure ($15,000) and matches a friendly PC owner ($3,000/mo). Not a rented Super PC. Not a reading of "Mississippi is flexible" as coverage for other patient states.
If you also treat Alabama, Louisiana, or Tennessee patients, Mississippi's Nuanced label does not control those states. Start with the CPOM 50-state guide. Neighboring Alabama, Louisiana, and Tennessee have their own pages.
When you still need a PC vs only an MSO
Use the table as an operator rule, not a filing opinion. Confirm with counsel.
| Mississippi fact pattern | Typical entity | Why |
|---|---|---|
| Mississippi-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 model that includes Jackson, Gulfport, or Biloxi patients | Physician-owned professional corporation + FMV MSA | Buyers and payers test CPOM compliance the same way they do in strict states |
| Mississippi HQ with patients only in other states | Form for the patient states; a Mississippi HQ alone is not enough | CPOM follows the patient, not the HQ charter |
| Med spa or aesthetics brand where injectables, devices, or prescribing are in the menu | Physician PC for the medicine; MSO for the brand | A medical director contract is not the shareholder ledger. See med spa MSO-PC |
| Mississippi plus Alabama, Louisiana, or Tennessee | Form for each neighboring patient state, then the Mississippi PC if Mississippi patients are in scope | A Nuanced label does not soften those states |
Fee-splitting and funds-flow risk
Policy 3.02 already flags compensation as an inducement for referrals, plus the federal anti-kickback statutes it names. 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. Clinical cash lands in the PC bank. The MSO invoices the PC. Pair Mississippi with the fee-risk table on CPOM compliance.
| Mississippi pattern | Risk | Safer pattern |
|---|---|---|
| Lay LLC holds itself out as practicing medicine | High: § 73-25-1 and § 73-25-33 | Licensed physician ownership of the professional corporation |
| MSO paid a percentage of professional collections | High: diligence, plus Policy 3.02's referral-inducement line | Fixed FMV admin fee with a memo |
| Lay equity in a medical professional corporation | High: Policy 3.02 point 8 and § 79-10-31 | Licensed physician shareholders. Other categories only if counsel shows an express Board authorization |
| MSO writes protocols or sets the clinical fee schedule | High: Policy 3.02 points 2 and 3 | Treatment and billing discretion stay with the licensed physician |
| Cite the Mississippi charter as covering AL, LA, or TN 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 | Mississippi fail signal |
|---|---|---|
| Mississippi State Board of Medical Licensure | License under § 73-25-1; Policy 3.02 judgment and shareholder points; telemedicine under § 73-25-34 | Figurehead PC owner; MSO writing protocols; unlicensed holding-out; telemedicine into Mississippi without the license the section requires |
| Buyer diligence | Shareholder ledger vs Policy 3.02 point 8; one claim from payer to PC bank to MSA invoice | MSO lockbox; percentage MSA; lay shares on the medical PC |
| Payer / credentialing | Claim TIN and group NPI on the physician-owned PC | Marketing MSO TIN on the claim |
What Mississippi founders need to know
- Mississippi is Nuanced. Policy 3.02 is conditional. It is not a waiver of licensed practice or of physician shareholders on a medical PC.
- § 79-10-31 makes shares issued outside the statute or a licensing-authority restriction void. The Board's published medical reading is licensed physician shareholders.
- § 79-10-17 still requires Mississippi authority for the individuals who render the professional service, including through a foreign corporation.
- § 73-25-34 is a real telemedicine license file when the patient is in Mississippi.
- A Mississippi charter is not a CPOM passport for Alabama, Louisiana, Tennessee, Arkansas, or Utah.
- Foundry does not drop clients into a plug-in 50-state PC. Multi-state needs a 50-state licensed physician as owner of your PC.
Operational checklist: CPOM compliance. Setup path: MSO-PC formation ($15,000). Full map: CPOM 50-state guide. Book a call · Pricing.
Sources
- Mississippi State Board of Medical Licensure, Board Policies, Policy 3.02, Corporate Practice of Medicine (revised 16 May 1996 and 20 September 2001; reviewed on the Board site 16 October 2026).
- Mississippi Medical Practice Act as published by the Board, including § 73-25-1, § 73-25-33, and § 73-25-34. The Board's page is a reference. The official code controls.
- Board PDF compilation of the Medical Practice Act (2026 law documents).
- Mississippi Secretary of State, Professional Corporation Act compilation (§§ 79-10-1, 79-10-5, 79-10-17, 79-10-31, 79-10-37). Confirm current code text with counsel before filing.
Mississippi CPOM FAQ
Does Mississippi have CPOM?
Mississippi is Nuanced on the CPOM 50-state guide. There is no California B&P § 2400 analogue. Policy 3.02 still expects licensed medical judgment, and point 8 limits shareholders of a medical professional corporation to licensed physicians under § 79-10-31. § 73-25-1 still requires a license to practice medicine.
Do I still need an MSO-PC in Mississippi?
Yes for most venture-backed and multi-state models that treat Mississippi patients or use a Mississippi clinical entity. The professional entity holds clinical care; the MSO is paid fair market value for non-clinical services.
Can a lay company own a Mississippi medical professional corporation?
Policy 3.02, point 8, says shareholders of a professional corporation rendering medical services shall only be licensed physicians. The statute lists other possible holders only in defined cases, including an express licensing-authority authorization. The operator default is the licensed physician shareholder. Confirm current text with counsel.
Does a Mississippi entity replace state-by-state CPOM?
No. CPOM follows the patient, not your Mississippi charter. Form for each patient state on the CPOM 50-state guide, including Alabama and Louisiana when those patients are on the panel. Utah patients need a domestic Utah professional entity. See Utah CPOM.
How does Foundry help with Mississippi CPOM?
MSO-PC formation is $15,000 one-time. A licensed physician PC owner is $3,000/mo. Foundry is not a law firm.