Multi-state telehealth still needs a physician-owned PC
The state on your operating agreement is not the state that governs the visit. CPOM follows the patient. The Professional Corporation owns the clinical work and the claim TIN. The MSO runs the platform.
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MSO-PC for multi-state telehealth means two companies scoped to the states where patients actually sit. A licensed physician owns the Professional Corporation. That PC employs or contracts the clinicians for the practice, holds the medical records relationship, and carries the claim TIN. A separate Management Services Organization runs software, marketing, and non-clinical staff under a written management services agreement at fair market value. Foundry forms that structure for $15,000 one-time and matches a friendly PC owner for $3,000/mo. Foundry does not rent a Super PC and does not drop founders into a plug-in 50-state PC network.
Start here when you are choosing the entity stack for a virtual practice. The filing sequence lives on MSO-PC structure. The state-by-state map lives on the CPOM 50-state guide. The operating test (funds flow, fee, de facto control) lives on CPOM compliance.
CPOM follows the patient, not the HQ charter
Telehealth founders often form one Delaware or home-state company, hire clinicians who are licensed "somewhere," and treat the platform as national. Corporate practice of medicine does not work that way. The encounter is located where the patient is. If a patient in California, New York, Alaska, or Vermont completes a visit, that patient's state is the one buyers, boards, and payers will open.
A Limited label on the matrix is still a real file. Alaska (AS 10.45, with medical licensure under AS 08.64) and Vermont (11 V.S.A. chapter 4 and 26 V.S.A. § 1403) do not copy California Business & Professions Code § 2400. They still restrict who may hold a professional corporation and who may practice. A venture-backed model that treats Anchorage or Burlington patients still wants a physician-owned PC plus an FMV MSA. Open every patient state on the 50-state guide before you freeze the cap table.
Headquarters still matter for tax, investors, and where the MSO is comfortable banking. They do not license the visit. A roadmap for adding states, including licensure and registration, is in the multi-state expansion roadmap.
The MSO-PC split for a telehealth platform
The platform company wants to own the brand, the app, and the growth. The clinical company has to own the practice of medicine. Those are different legal persons. The structure guide walks the filings. For telehealth, the split shows up in four places operators actually touch.
| Piece | Who holds it | Telehealth fail signal |
|---|---|---|
| Clinical protocols, prescribing judgment, chart ownership | Physician-owned PC | MSO product managers editing the clinical protocol as a growth lever |
| Claim TIN and group NPI | Physician-owned PC | Marketing MSO TIN on the 837 |
| Platform, brand, ads, non-clinical staff | MSO | Investor equity stuffed into the professional corporation |
| Management fee | Written MSA at fair market value | Percentage of professional collections |
Clinical revenue lands in the PC. The MSO invoices the PC for defined non-clinical services. Separate EINs, banks, and books. If the MSO lockbox is the only account that ever sees a claim, the structure is a story and the cash is the file. Pair this with the fee-risk table on CPOM compliance.
A longer operator essay on the same split is how to structure a telehealth company. This hub is the formation path: MSO-PC formation at $15,000, then a friendly PC owner at $3,000/mo when you need the ownership role.
A rented Super PC is the wrong read
Some vendors sell a shared national professional corporation as if one shell already covers every patient state. That is a rented Super PC. The shareholder ledger, the claim TIN, succession, and the board minutes belong to someone else's entity. When a payer or a buyer samples one claim, they are sampling that shared shell, not a practice you control.
Foundry does not sell that product. Formation is scoped to the states you treat. When the footprint is wide, Foundry matches a 50-state licensed physician as the owner of your PC. Read why Foundry does not sell a Super PC before you sign a "plug in and launch in all 50" order form. A national marketing claim is not a 50-state PC network, and Foundry does not pretend to operate one.
Licensure and collaboration are not PC ownership
Three physician jobs get collapsed on pitch decks. They are different contracts.
| Role | What it covers | Does it own the PC? |
|---|---|---|
| Physician PC owner | Holds the Professional Corporation that practices | Yes. Matching is $3,000/mo |
| Collaborating physician | NP or PA supervision where the patient state requires it | No. Separate from ownership |
| Medical director | Quality and protocol oversight | No. A title on the MSO is not the PC |
Every clinician who treats a patient needs the license that patient's state requires, or a registration path that state actually offers. License compact membership, telehealth registration, and full-practice authority for nurse practitioners change the supervision paperwork. They do not move clinical ownership into a lay LLC. State-by-state licensure is covered in state licensing requirements for telehealth. Prescribing overlays, including controlled-substance rules, are a separate map: telehealth prescribing laws by state.
If your model is NP-led, you may need a collaborating physician in some states and a physician PC owner in the same states. Budget both roles. Do not rename one contract and hope it satisfies the other.
What to form, by footprint
Use the table as an operator rule. Confirm the filing with counsel. Strict states are not the only states that want a PC.
| Footprint | Typical stack | Why |
|---|---|---|
| One strict state (California, New York, Texas) | Physician-owned PC in that regime + FMV MSA | Buyers start there. The MSO never replaces the PC |
| Several states, mixed postures | Form for each patient state you actually treat | A Limited neighbor does not soften a strict state on the same panel |
| Alaska or Vermont patients inside a national panel | Physician PC + FMV MSA for those patients too | AS 10.45 and 11 V.S.A. ch. 4 / 26 V.S.A. § 1403 still bind shares and practice |
| HQ only, patients elsewhere | Form for the patient states | The charter state is not a CPOM passport |
Pricing
MSO-PC formation
$15,000One-time. Scoped to the states you treat. Documents with healthcare counsel. Not a rented national shell.
Friendly PC owner
$3,000/moLicensed physician ownership of the Professional Corporation when you need that role.
Those are the only Foundry prices listed here. Foundry PC is not a law firm. Counsel you engage signs the legal work. Start from MSO-PC formation or book a call.
What telehealth founders need on the cap table
- Write the patient-state list before you pick a formation state. CPOM follows that list.
- Put clinical hiring, protocols, and the claim TIN in the physician-owned PC.
- Pay the MSO fair market value for non-clinical work. Keep percentage-of-collections fees off the MSA.
- Keep licensure and collaboration agreements in their own files. They do not replace the PC owner.
- Do not rent a plug-in 50-state PC. Multi-state coverage is a matched physician for your entity, described on Super PC.
- Limited states stay on the diligence list. Read Alaska and Vermont the same way you read a strict state: statute first, then the MSA.
Multi-state telehealth FAQ
Does CPOM follow a telehealth company's headquarters or the patient?
The patient. The state where the patient is located during the visit is the CPOM file. The MSO's charter state does not license that visit. Map the panel on the CPOM 50-state guide.
What MSO-PC structure does a multi-state telehealth company need?
A physician-owned Professional Corporation holds clinical care and the claim TIN. The MSO runs the platform under an FMV MSA. Clinical revenue lands in the PC. Setup steps: MSO-PC structure.
Can a telehealth company rent a Super PC or plug into a 50-state network?
No. Foundry does not drop clients into a rented Super PC or a plug-in 50-state PC network. See why that model fails diligence. When the footprint is wide, Foundry matches a 50-state licensed physician as the owner of your PC.
Is a collaborating physician the same as a PC owner for telehealth?
No. Collaboration covers NP or PA supervision. Ownership is the Professional Corporation. Compare collaborating physician and physician PC owner.
How much does Foundry charge to form a telehealth MSO-PC?
MSO-PC formation is $15,000 one-time. A friendly PC owner is $3,000/mo. Foundry is not a law firm.
Does a Limited CPOM state let a telehealth company skip the physician PC?
No. Alaska and Vermont are Limited on Foundry's guide, and both still have professional-corporation rules. Read Alaska CPOM and Vermont CPOM, then run CPOM compliance.
Who should hold the telehealth claim TIN?
The physician-owned PC. Payers sample the TIN and the group NPI on the claim. The MSO's marketing entity is the wrong name on that form.