CPOM Compliance for New Hampshire Healthcare Startups
New Hampshire is Limited, not a no-rules state. RSA 294-A:5 and RSA 294-A:8 still limit who may render professional-corporation services and who may hold the shares.
Get a Free CPOM AssessmentThe law in New Hampshire
Key authorities (official text)
RSA 294-A:5 · RSA 294-A:8RSA 294-A:5 (Rendering professional services) · RSA 294-A:8 (Issuance and transfer of shares).
New Hampshire CPOM is Limited. The state does not copy California Business & Professions Code § 2400, and secondary sources often say New Hampshire has no explicit standalone corporate-practice prohibition. Official RSA 294-A:5 still says a professional corporation, domestic or foreign, may render professional services in New Hampshire only through persons permitted by the appropriate licensing authority. RSA 294-A:8 still limits share issuance to qualified licensed persons, certain partnerships, and professional corporations. Manchester, Nashua, and Concord diligence still wants a physician-owned PC plus a fair-market-value MSA.
Do not read "no explicit standalone ban" as "no rules." If you form a professional corporation under RSA 294-A, the share rules and the rendering rules apply. A medical-director title on a New Hampshire operating company does not satisfy either section. Secondary sources often treat lay ownership of a business corporation that employs physicians as more flexible than in California or New York. That commentary is not a filing opinion, and it is not how Foundry underwrites a multi-state or venture-backed model. Foundry still recommends a physician-owned PC plus an FMV MSA.
RSA 294-A:8 lists who may receive shares. The official categories are: natural persons authorized by law in New Hampshire, any other state or territory of the United States, or the District of Columbia to render a professional service permitted by the articles; general partnerships in which all partners are qualified persons and at least one partner is authorized in New Hampshire; and professional corporations, domestic or foreign, authorized in New Hampshire to render that service. Shares issued in violation are void. A transfer that violates the section is void. The licensing authority may adopt further share restrictions to protect professional ethics. Confirm the current categories with counsel before you assume an out-of-state license is enough.
Share eligibility and the right to practice are different sentences. RSA 294-A:5 says professional services are rendered only through persons the licensing authority permits. It also says the chapter does not require every employee to be licensed for work that needs no license, does not stop a licensed natural person from practicing as an individual, and does not stop services rendered under the supervision or control of a licensed natural person. A person practicing medicine on New Hampshire patients still needs whatever authorization that licensing authority requires. An out-of-state shareholder theory does not replace that license question.
Do not treat a New Hampshire charter as a CPOM passport. CPOM follows the patient. If you treat Maine or Massachusetts 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 New Hampshire
When New Hampshire patients or a New Hampshire clinical entity are in scope, form a professional corporation under RSA 294-A owned by a physician, and staff the clinical work with people the licensing authority permits. 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 "New Hampshire is flexible" as coverage for other patient states.
If you also treat Maine, Massachusetts, or Vermont patients, New Hampshire's Limited label does not control those states. Start with the CPOM 50-state guide. Neighboring Maine and Massachusetts have their own statutes. Vermont does not yet have a Foundry deep page; use the matrix row and confirm with counsel.
When you still need a PC vs only an MSO
Use the table as an operator rule, not a filing opinion. Confirm with counsel.
| New Hampshire fact pattern | Typical entity | Why |
|---|---|---|
| New Hampshire-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 Manchester / Nashua / Concord patients | New Hampshire professional corporation + FMV MSA | Buyers and payers test CPOM compliance the same way they do in strict states |
| New Hampshire HQ with patients only in other states | Form for the patient states; a New Hampshire HQ alone is not enough | CPOM follows the patient, not the HQ charter |
| Lay-owned business corporation employing physicians, no professional corporation | Counsel question under the "no standalone ban" commentary | Foundry still uses a physician PC + FMV MSA for multi-state diligence. Limited is not a waiver |
| New Hampshire plus Maine or Massachusetts | Form for the neighboring states you treat, then qualify New Hampshire if needed | A Limited label does not soften Maine share rules or Massachusetts rules |
Fee-splitting and funds-flow risk
Professional-corporation share rules are the overlay buyers still test once you elect RSA 294-A. 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 New Hampshire CPOM with the fee-risk table on CPOM compliance.
| New Hampshire pattern | Risk | Safer pattern |
|---|---|---|
| Lay LLC holds itself out as practicing medicine | High: license and holding-out overlay | Licensed persons render the professional service |
| MSO paid % of professional collections | High: diligence + fee-split overlay | Fixed FMV admin fee with a memo |
| Lay equity in a professional corporation under RSA 294-A | High: § 294-A:8 (void shares) | Qualified persons only, as the statute lists them |
| Cite "no standalone ban" as coverage for ME / MA 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 | New Hampshire fail signal |
|---|---|---|
| New Hampshire medical licensing | Who renders the service under RSA 294-A:5; owner list vs RSA 294-A:8 if the entity is a professional corporation | Figurehead PC owner; MSO writing protocols; unlicensed holding-out |
| Buyer diligence | Shareholder ledger vs Secretary of State; § 294-A:8 qualified-person file; one claim from payer to PC bank to MSA invoice | MSO lockbox; percentage MSA; lay shares in a professional corporation |
| Payer / credentialing | Claim TIN and group NPI on the physician-owned PC | Marketing MSO TIN on the claim |
What New Hampshire founders need to know
- New Hampshire is Limited, not "no rules." RSA 294-A:5 and RSA 294-A:8 still apply if you use a professional corporation.
- Secondary commentary about lay employment of physicians is not a multi-state diligence pass. Foundry still uses a physician PC plus an FMV MSA.
- Share categories in § 294-A:8 are broader than "New Hampshire licensees only," and shares issued in violation are void. Practice authority is still § 294-A:5.
- A New Hampshire charter is not a CPOM passport for Maine, Massachusetts, Vermont, or any other patient state.
- Manchester / Nashua / Concord 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.
New Hampshire CPOM FAQ
Does New Hampshire have CPOM?
New Hampshire is Limited / more flexible than California or New York on classic commentary. New Hampshire has no California B&P § 2400 analogue. RSA 294-A:5 and RSA 294-A:8 still expect licensed rendering of professional-corporation services and qualified shareholders. Foundry keeps New Hampshire as Limited on the CPOM 50-state guide.
Do I still need an MSO-PC in New Hampshire?
Yes for most venture-backed and multi-state models that treat New Hampshire patients or use a New Hampshire clinical entity. The professional entity holds clinical care; the MSO is paid fair market value for non-clinical services.
Can unlicensed owners hold a New Hampshire professional corporation?
Official RSA 294-A:8 still restricts share issuance to the qualified categories in the statute, and shares issued in violation are void. Confirm current text with counsel.
Does a New Hampshire entity replace state-by-state CPOM?
No. CPOM follows the patient, not your New Hampshire charter. Form for each patient state on the CPOM 50-state guide.
How does Foundry help with New Hampshire CPOM?
MSO-PC formation is $15,000 one-time. A physician PC owner for New Hampshire is $3,000/mo. Foundry is not a law firm.