CPOM Compliance for Nebraska Healthcare Startups
Nebraska has no California-style standalone CPOM statute, but Neb. Rev. Stat. §§ 21-2202 and 21-2208 still limit professional-corporation shareholders to licensed persons, and Chapter 38 still licenses who may practice medicine.
Get a Free CPOM AssessmentThe law in Nebraska
Key authorities (official text)
Neb. Rev. Stat. § 21-2202 · § 21-2208 · § 38-2024Neb. Rev. Stat. § 21-2202 (definitions) · § 21-2208 (share issuance / transfer) · § 38-2024 (practice of medicine).
Nebraska CPOM is Limited. The state does not copy California Business & Professions Code § 2400. Official Neb. Rev. Stat. § 21-2202 defines a professional corporation as one whose shareholders are individuals duly licensed to render the same professional service (physicians and surgeons are expressly listed). § 21-2208 bars issuance or transfer of shares except to duly registered persons, with a regulating-board certificate filed with the Secretary of State. Chapter 38 still licenses medicine. Omaha 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Do not cite the absence of a California-style standalone ban as permission for a lay operating company to practice medicine.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 Nebraska Professional Corporation Act binds entities that elect that form; Chapter 38 still licenses people. A medical-director title on a Nebraska operating company does not satisfy either layer.
Do not treat a Nebraska charter as a CPOM passport. CPOM follows the patient. If you treat Iowa, Kansas, Missouri, or Colorado 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 Nebraska
When Nebraska patients or a Nebraska clinical entity are in scope, form a Nebraska professional corporation under the Nebraska Professional Corporation Act owned by a Nebraska-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 "Nebraska has no CPOM" as coverage for other patient states.
If you also treat Iowa, Kansas, Missouri, or Colorado patients, Nebraska's Limited label does not control those states. Start with the CPOM 50-state guide. Neighboring Iowa, Kansas, Missouri, and Colorado 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.
| Nebraska fact pattern | Typical entity | Why |
|---|---|---|
| Nebraska-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 Omaha / Lincoln patients | Nebraska professional corporation + FMV MSA | Buyers and payers test CPOM compliance the same way they do in strict states |
| Nebraska HQ with patients only in other states | Form for the patient states; Nebraska HQ alone is not enough | CPOM follows the patient, not the HQ charter |
| Nebraska plus Iowa, Kansas, Missouri, or Colorado | Form for the neighboring states you treat, then qualify Nebraska if needed | Nebraska's Limited label does not soften Iowa § 496C or Kansas PC share rules |
Fee-splitting and funds-flow risk
Professional-corporation share rules plus medical 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 Nebraska CPOM with the fee-risk table on CPOM compliance.
| Nebraska pattern | Risk | Safer pattern |
|---|---|---|
| Lay LLC holds itself out as practicing medicine | High: Chapter 38 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 §§ 21-2202 / 21-2208 | High: § 21-2208 (shares null and void) | Licensed-physician ownership only |
| Cite Nebraska charter as covering IA / KS / MO 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 | Nebraska fail signal |
|---|---|---|
| Nebraska medical licensing | License under Chapter 38; professional-corporation owner list vs § 21-2208 | Figurehead PC owner; MSO writing protocols; unlicensed holding-out |
| Buyer diligence | Shareholder ledger vs Secretary of State; regulating-board certificate; one claim from payer to PC bank to MSA invoice | MSO lockbox; percentage MSA; no Nebraska-licensed owner when Nebraska patients sit in scope |
| Payer / credentialing | Claim TIN and group NPI on the physician-owned PC | Marketing MSO TIN on the claim |
What Nebraska founders need to know
- Nebraska is Limited, not "no CPOM." §§ 21-2202 / 21-2208 are the professional-corporation share rules; Chapter 38 is the license rule.
- A Nebraska charter is not a CPOM passport for other patient states.
- Unlicensed holding-out as a physician is still the Medicine and Surgery Practice Act overlay.
- Omaha / Lincoln 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.
Nebraska CPOM FAQ
Does Nebraska have CPOM?
Nebraska is Limited / more flexible than California or New York. There is no B&P § 2400 analogue. Neb. Rev. Stat. §§ 21-2202 / 21-2208 and Chapter 38 still expect licensed control of medicine and clean professional-corporation owners. Foundry keeps Nebraska as Limited on the CPOM 50-state guide.
Do I still need an MSO-PC in Nebraska?
Yes for most venture-backed and multi-state models that treat Nebraska patients or use a Nebraska clinical entity. The professional entity holds clinical care; the MSO is paid fair market value for non-clinical services.
Can unlicensed owners hold a Nebraska professional corporation?
Official Neb. Rev. Stat. § 21-2208 still restricts capital stock to duly registered persons. Shares issued or transferred in violation are null and void. Confirm current text with counsel.
Does a Nebraska entity replace state-by-state CPOM?
No. CPOM follows the patient, not your Nebraska charter. Form for each patient state on the CPOM 50-state guide.
How does Foundry help with Nebraska CPOM?
MSO-PC formation is $15,000 one-time. A Nebraska-licensed physician PC owner is $3,000/mo. Foundry is not a law firm.