CPOM Compliance for Utah Healthcare Startups
Utah is more flexible than California on classic CPOM, but Utah Code § 58-67-301 still requires a license before anyone practices medicine, and § 58-67-802 still limits who may actually practice inside any lawful entity form.
Get a Free CPOM AssessmentThe law in Utah
Key authorities (official text)
Utah DOPL · Physicians Licensing Board · Utah Code Title 58 Chapter 67 · Title 16 Chapter 11Utah Division of Professional Licensing · Utah Code § 58-67-102 · § 58-67-301 · § 58-67-501 · § 58-67-502 · § 58-67-802 · § 58-1-501 · Title 16 Chapter 11 · § 16-11-7.
Utah CPOM is Limited. The state does not copy California Business & Professions Code § 2400. Official text of Utah Code § 58-67-301(1): a license is required to engage in the practice of medicine, on or for any person in Utah, as a physician and surgeon, except as specifically provided in § 58-1-307 or § 58-67-305. § 58-67-102 defines practice of medicine to include diagnosing, treating, or prescribing for a person in Utah, directing a licensee to withhold or alter ordered care, and maintaining an office for those acts. Salt Lake City digital-health diligence still wants a physician-owned PC plus a fair-market-value MSA.
Do not cite Utah Code § 58-67-802 as permission for a lay operating company to practice medicine. § 58-67-802(1) lists forms in which a licensed physician and surgeon may practice: as a proprietor, as an employee of another person, as a partner, through a lawfully formed professional corporation, through a lawfully organized limited liability company, through a lawfully organized business corporation, or through another form recognized by the state that division rule does not prohibit. § 58-67-802(2) is the limit that matters for operators: regardless of that form, the licensee may only permit the practice of medicine to be conducted by an individual licensed in Utah as a physician and surgeon under § 58-67-301 or as an osteopathic physician and surgeon under § 58-68-301 who is able to lawfully and competently practice. That is a license-and-competence rule, not a California-style corporate-practice ban, and not a digital-health waiver.
Utah is not permission for an unlicensed company to hold itself out as practicing medicine. Chapter 67 licenses people. A medical-director title on a Delaware company does not satisfy § 58-67-301. Unlawful conduct sits in § 58-67-501 and § 58-1-501. Unprofessional conduct sits in § 58-67-502 and the same § 58-1-501 overlay. If you form a professional corporation, § 16-11-7 limits who may be issued or voluntarily transferred capital stock: persons duly licensed to render the same specific professional services, or other persons only to the extent and in the proportions the applicable licensing act allows. Shares issued in violation of § 16-11-7 are void. 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 Utah
Form a Utah professional corporation under Title 16 Chapter 11 owned by a Utah-licensed MD or DO. The MSO, often the Delaware operating company, 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 § 58-67-802(1)(f) as a substitute for a named physician owner on a venture-backed file.
If you also treat Nevada, Colorado, Arizona, Idaho, Wyoming, or New Mexico patients, Utah’s Limited label does not control those states. Start with the CPOM 50-state guide and form for the footprint you actually have. Neighboring Nevada, Colorado, and Arizona have their own statutes; Idaho, Wyoming, and New Mexico do as well.
When you still need a PC vs only an MSO
Use the table as an operator rule, not a filing opinion. Confirm with counsel.
| Utah fact pattern | Typical entity | Why |
|---|---|---|
| Utah-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 Salt Lake City / Provo | Utah professional corporation + FMV MSA | Buyers and payers test CPOM compliance the same way they do in strict states |
| Physician employed by another person or a business corporation | May sit inside a § 58-67-802 listed form | § 58-67-802(2) still requires a Utah-licensed MD/DO to practice. A startup MSO is not a substitute for that license |
| Utah plus Nevada, Colorado, Arizona, Idaho, Wyoming, or New Mexico | A Utah-formed PC owned by a Utah-licensed physician, plus a PC in each neighboring state you treat | Utah patients need a domestic Utah professional entity; registering another state’s PC in Utah is not a substitute. Utah’s Limited label also leaves NRS 89, Colorado board rules, and Arizona CPOM unchanged |
Fee-splitting and funds-flow risk
Utah Code § 58-1-501 and § 58-67-502 are the unprofessional-conduct overlay. 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 Utah CPOM with the fee-risk table on CPOM compliance.
| Utah pattern | Risk | Safer pattern |
|---|---|---|
| Lay LLC holds itself out as practicing medicine | High: § 58-67-301 license overlay | Licensed physician practicing in a § 58-67-802 form; professional corporation under Chapter 11 if you form a PC |
| MSO paid % of professional collections | High: § 58-1-501 / § 58-67-502 + diligence overlay | Fixed FMV admin fee with a memo |
| Cite § 58-67-802 as a startup CPOM waiver | Wrong read: (2) still limits practice to a licensed MD/DO | Physician PC + FMV MSA for venture-backed and multi-state files |
| Lay equity in the professional corporation | High: § 16-11-7 (void shares) | Licensed-physician ownership of the PC |
| Physician PC + FMV MSA + separate books | Base case | Revisit FMV when volume changes |
DOPL vs buyer / payer checks
DOPL and the Physicians Licensing Board discipline licensees. Buyers and payers run a different file. Use both columns. License risk and diligence risk are not the same test. Full operating map: CPOM compliance.
| Who checks | What they sample | Utah fail signal |
|---|---|---|
| DOPL / Physicians Licensing Board | Unlicensed practice (§ 58-67-301 / § 58-67-501); unprofessional conduct (§ 58-67-502) | Figurehead PC owner; MSO writing protocols; unlicensed holding-out |
| Buyer diligence | Shareholder ledger vs Division of Corporations; one claim from payer to PC bank to MSA invoice | MSO lockbox; percentage MSA; no Utah-licensed owner |
| Payer / credentialing | Claim TIN and group NPI on the physician-owned PC | Marketing MSO TIN on the claim |
What Utah founders need to know
- Utah is Limited, not “no CPOM.” § 58-67-301 is a license rule; § 58-67-802 is the practice-form rule; Chapter 11 is the PC-share rule.
- § 58-67-802 lets a licensed physician practice as an employee or through a business corporation. It does not let a lay company practice medicine.
- § 16-11-7 voids professional-corporation shares issued outside the licensed-professional (or licensing-act) limits.
- Salt Lake / Provo 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 from the homepage.
Utah CPOM FAQ
Does Utah have strict CPOM?
Utah is Limited / more flexible than California or New York. There is no B&P § 2400 analogue. Utah Code § 58-67-301, § 58-67-802, and § 16-11-7 still expect licensed control of medicine and clean PC shares. Foundry keeps Utah as Limited on the CPOM 50-state guide.
Do I still need an MSO-PC in Utah?
Yes for most venture-backed and multi-state models. The professional entity holds clinical care; the MSO is paid fair market value for non-clinical services.
Does Utah Code § 58-67-802 let a lay LLC practice medicine?
No. § 58-67-802 lists forms for a licensed physician. Subsection (2) still requires a Utah-licensed MD or DO to practice. A startup MSO is not that licensee.
How does Utah treat fee-splitting?
§ 58-1-501 and § 58-67-502 are the disciplinary overlay. A percentage-of-collections MSA is the high-risk pattern. Prefer a fixed FMV admin fee.
How does Foundry help with Utah CPOM?
MSO-PC formation is $15,000 one-time. A Utah-licensed physician PC owner is $3,000/mo. Foundry is not a law firm.