CPOM Compliance for Virginia Healthcare Startups
Virginia is more flexible than California or Texas on classic CPOM, but Va. Code § 54.1-2902 still requires a license to practice, and § 54.1-2962 / § 54.1-2962.1 still police fee division and referral pay.
Get a Free CPOM AssessmentThe law in Virginia
Key authorities (official text)
Virginia Board of Medicine · Va. Code Title 54.1 ch. 29 · Title 13.1 ch. 7Virginia Board of Medicine · Va. Code § 54.1-2902 · § 54.1-2903 · § 54.1-2915 · § 54.1-2962 · § 54.1-2962.1 · Title 13.1 Chapter 7 (Professional Corporations) · 18VAC85-20.
Virginia CPOM is Limited, often labeled “no classic CPOM” in vendor tables. The Commonwealth does not copy California Business & Professions Code § 2400. Va. Code § 54.1-2902 still makes it unlawful to practice medicine without a Board of Medicine license. § 54.1-2903 defines what constitutes practice. Title 13.1 chapter 7 is how a Virginia professional corporation is formed. Northern Virginia and Richmond digital-health diligence still wants a physician-owned PC plus a fair-market-value MSA so ownership, funds flow, and fee-division questions have one answer.
Virginia is not permission for a lay LLC to hold the practice of medicine. Chapter 29 licenses people, not operating companies. A medical-director title on a Delaware company does not satisfy § 54.1-2902. The Virginia Board of Medicine docket is heavier on individual physician misconduct than on proactive MSO audits; that is an enforcement posture, not a structural waiver.
Do not cite Va. Code § 54.1-2901 as the CPOM ban. That section is the exceptions and exemptions article, not the license rule. The license rule is § 54.1-2902. Unprofessional conduct sits in § 54.1-2915. Collaboration for NPs/PAs (patient-care-team rules in chapter 29) is a different job from owning the Professional Corporation. See collaborating physician vs physician PC owner. Longer narrative: Virginia CPOM blog guide.
Typical PC / MSO structure in Virginia
Form a Virginia professional corporation under Title 13.1 chapter 7 owned by a Virginia-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.
If you also treat California, Texas, New York, or New Jersey patients, Virginia’s Limited label does not control those states. Start with the CPOM 50-state guide and form for the footprint you actually have.
When you still need a PC vs only an MSO
Use this as an operator rule, not a filing opinion. Confirm with counsel.
| Virginia fact pattern | Typical entity | Why |
|---|---|---|
| Virginia-only, cash-pay, physician already owns the practice | May stay on the existing professional entity | Still document clinical control and FMV admin if an MSO is in the picture |
| Venture-backed or multi-state telehealth that includes Virginia | Virginia-aware physician PC + FMV MSA | Buyers and payers test CPOM compliance the same way they do in strict states |
| Virginia plus California, Texas, or New York | Form for the strict states, then qualify Virginia | Virginia’s Limited label does not soften B&P 2400, Occupations Code ch. 155, or BCL § 1507 |
Fee-splitting and referral-pay note
Va. Code § 54.1-2962 prohibits division of fees among physicians. § 54.1-2962.1 prohibits solicitation or receipt of remuneration in exchange for a referral. A percentage-of-collections management fee is the pattern that looks most like a split of professional fees. Prefer a fixed or FMV-supported admin fee. Pair this page with the fee-risk table on CPOM compliance.
| Virginia pattern | Risk | Safer pattern |
|---|---|---|
| Lay LLC holds itself out as the clinic | High for diligence even if commentators call Virginia “no CPOM” | Licensed-professional PC under Title 13.1 ch. 7 |
| MSO paid % of professional collections | High: § 54.1-2962 / 54.1-2962.1 overlay | Fixed FMV admin fee with a memo |
| Physician PC + FMV MSA + separate books | Base case | Revisit FMV when volume changes |
What Virginia founders need to know
- Virginia is Limited, not “no CPOM.” Unlicensed practice is still unlawful under § 54.1-2902.
- § 54.1-2901 is the exemptions article, do not cite it as the ownership ban.
- § 54.1-2962 and § 54.1-2962.1 are the fee-division and referral-pay overlays even when classic CPOM commentary is light.
- Northern Virginia / Richmond 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.
Virginia CPOM FAQ
Does Virginia have strict CPOM?
Virginia is Limited / more permissive than California or Texas. There is no B&P § 2400 analogue. Va. Code § 54.1-2902, § 54.1-2962 / 54.1-2962.1, and Title 13.1 chapter 7 still expect licensed control of medicine and clean fees. Foundry keeps Virginia as Limited on the CPOM 50-state guide.
Do I still need an MSO-PC in Virginia?
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.
How does Virginia treat fee-splitting?
§ 54.1-2962 (fee division) and § 54.1-2962.1 (referral remuneration) are the overlays. A percentage-of-collections MSA is the high-risk pattern. Prefer a fixed FMV admin fee.
How does Foundry help with Virginia CPOM?
MSO-PC formation is $15,000 one-time. A Virginia-licensed physician PC owner is $3,000/mo. Foundry is not a law firm.