Managing healthcare entity compliance in Missouri can feel overwhelming when you're juggling licensing requirements, entity formations, and ongoing filings across multiple state agencies. Unlike states with streamlined processes, Missouri requires you to get Board approval before you can even file with the Secretary of State. You're also restricted to Professional Corporations or Limited Liability Partnerships—Professional LLCs aren't an option for healthcare professionals. These constraints create real challenges that affect your formation timeline and ongoing compliance.
Missouri recognizes two primary professional entity types for healthcare organizations: Professional Corporations (PCs) under Chapter 356 RSMo and Limited Liability Partnerships (LLPs) under Chapter 358 RSMo. Professional Limited Liability Companies (PLLCs) are not authorized under Missouri law for healthcare professionals, according to the Missouri Secretary of State business formation guidance. You must obtain certification from the Missouri Board of Registration for the Healing Arts before filing articles of incorporation, creating a sequential approval process that affects your formation timelines. Understanding these entity structures and their specific statutory requirements helps you avoid costly formation delays and maintain compliance.
Professional Corporations are the main entity structure you'll use if you're seeking limited liability protection with corporate governance. Section 356.011 RSMo establishes the comprehensive statutory framework governing formation and operation.
According to Section 356.021 RSMo, you can form a Professional Corporation if you're a physician or surgeon, dentist, registered professional nurse, licensed practical nurse, psychologist, chiropractor, optometrist, or veterinarian. This statutory list is comprehensive—if your profession isn't explicitly enumerated, you cannot utilize the Professional Corporation structure.
Section 356.041 RSMo requires your articles of incorporation to include a certificate from the Missouri Board of Registration for the Healing Arts confirming all incorporators are duly licensed. You must obtain this certificate before filing with the Secretary of State, creating a mandatory sequential approval process that affects your formation timeline.
Service delivery restrictions apply under Section 356.081 RSMo, which mandates that professional services be rendered through individuals licensed to provide those services. Ownership restrictions under Section 356.111 RSMo prohibit share issuance to any person not qualified and licensed, creating an absolute prohibition on lay ownership.
Section 356.071 RSMo requires your entity name to include either "Professional Corporation" or the abbreviation "P.C." with no alternatives permitted.
IMPORTANT: Professional Limited Liability Companies (PLLCs) are NOT authorized for healthcare professionals in Missouri. According to Chapter 347 RSMo, which governs general limited liability companies, no provisions authorize professional LLCs for licensed healthcare professionals. If you're seeking limited liability protection with pass-through taxation, you must utilize Professional Corporations or Limited Liability Partnerships instead.
Chapter 358 of the Missouri Revised Statutes, the Uniform Partnership Act, governs Limited Liability Partnerships available to you. Section 383.010 RSMo specifically authorizes healthcare professionals to form LLPs.
LLPs require a minimum of two partners, as Section 358.060 RSMo defines partnerships as associations of two or more persons conducting business for profit. This makes LLPs unsuitable if you're a solo practitioner—you'll need to use a Professional Corporation instead.
Liability protection under Section 358.150 RSMo provides you with limited liability for partnership obligations, with explicit exception for personal negligence or malpractice. You remain personally liable for your own professional misconduct, maintaining accountability standards consistent with professional practice requirements.
Registration procedures under Section 358.440 RSMo detail the application process with the Missouri Secretary of State. Section 358.450 RSMo requires "LLP" or similar designation in your partnership name.
Missouri does not enforce the Corporate Practice of Medicine (CPOM) doctrine. General business corporations may employ physicians without CPOM-based restrictions. According to Missouri Revised Statutes Section 334.010, Missouri's medical practice act prohibits unlicensed individuals from practicing medicine but contains no prohibition on corporate employment of licensed physicians. This statutory silence, combined with controlling case law precedent, establishes Missouri's permissive approach.
The Missouri Court of Appeals established in State Ex Inf. Sager v. Lewin, 106 S.W. 581 (Mo. App. 1907) that corporations may contract with physicians for medical services. This precedent remains binding and has not been overruled in over a century. The Missouri Supreme Court similarly addressed corporate practice in healthcare contexts in State ex inf. McKittrick v. Gate City Optical Co., 97 S.W.2d 89 (Mo. 1936).
This means general business corporations, limited liability companies (regardless of ownership), hospitals and health systems, management service organizations, and private equity-backed entities may all legally employ physicians in Missouri. While CPOM does not apply, your employment arrangements must comply with professional independence requirements, federal fraud and abuse laws (Stark Law, Anti-Kickback Statute), and Missouri Board of Registration for the Healing Arts professional conduct regulations.
Missouri healthcare entity formation follows a sequential approval process with specific fees and mandatory documentation requirements. The following table details complete formation requirements:
The sequential approval requirement represents a critical distinction in Missouri's formation process. According to Missouri Revised Statutes Section 356.041, you must obtain a Certificate of State Board Registration (Form Corp. 76) from the Missouri Board of Registration for the Healing Arts before submitting articles of incorporation to the Secretary of State. This prerequisite approval affects your formation timeline and requires early coordination with licensing boards during the planning process.
You must file annual reports according to specific timing requirements based on your formation date. According to the Missouri Secretary of State Corporate Filings page, if you formed your entity on or after July 1, 2003, you must file by the end of your incorporation month each year. Entities existing before July 1, 2003 must file by the end of the month indicated on their last annual report.
Late filings incur penalties of $15 per 30-day period. Continued non-compliance results in administrative dissolution or revocation of corporate authority. Contact the Business Services Division at (866) 223-6535 for current annual report filing fees.
Your healthcare professional entity is subject to franchise tax only if you exceed a specific asset threshold. According to the Missouri Department of Revenue Form MO-1120 Instructions, franchise tax applies only to corporations with assets or apportioned assets greater than $1,000,000. The franchise tax rate is 0.0333% (1/30 of 1%) of tax basis, calculated as the greater of either the par value of issued and outstanding capital stock or the apportioned value of total assets in Missouri.
No healthcare-specific exemptions exist. For-profit healthcare entities face the same franchise tax requirements as other Missouri corporations exceeding the $1 million asset threshold. Only non-profit organizations exempt under IRC Section 501(c) receive general franchise tax exemption, though unrelated business taxable income remains subject to Missouri taxation.
Comprehensive searches of the Missouri General Assembly legislative database for 2023-2025 sessions yielded no publicly accessible consolidated information documenting specific changes to healthcare entity compliance requirements. Consult Missouri healthcare law counsel or contact the Missouri Secretary of State Business Services Division to confirm whether recent legislative changes affect your specific compliance obligations.
The Missouri Board of Registration for the Healing Arts administers physician licensing in Missouri with specific continuing medical education and renewal requirements that directly affect your entity ownership eligibility.
You must complete 50 hours of CME every two years according to 20 CSR 2150-2.125. The 24-month cycle begins January 1 of even-numbered years and ends December 31 of odd-numbered years. For example, the 2024-2025 cycle runs from January 1, 2024 through December 31, 2025.
Your CME requirements must include at least 1 hour addressing health benefits of nutrition. CME must be accredited by the American Osteopathic Association (AOA) as Category 1-A or 2-A, the American Medical Association (AMA) as Category 1 (AMA PRA Category 1 Credit™), or the American Academy of Family Practice Prescribed Credit. The Board will not renew your license without demonstration of required CME hours with proper accreditation.
All physician licenses expire January 31 of every year according to the Missouri Board of Registration for the Healing Arts official forms page. Renewal applications typically mail by December 1, and you must complete renewal by January 31 to avoid lapsed status.
Your physician license renewal fee equals $25 per the Missouri Board Meeting Ballot from November 18, 2022. Failure to renew your physician license for two consecutive periods results in lapsed license status requiring submission of a new application rather than simple renewal.
Section 356.041 RSMo requires professional corporation incorporators to be "duly licensed" and mandates certification from the licensing authority confirming this status. However, no explicit official regulation or statute definitively states whether physicians with inactive licenses, suspended licenses, or licenses under disciplinary action can maintain ownership or shareholder status in Missouri professional healthcare entities.
According to RSMo 327.351 and RSMo 334.002, inactive license holders cannot practice but may continue to use professional titles. Inactive licenses require annual fee payment and exempt holders from CME during inactivity. The phrase "duly licensed" in Section 356.041 likely means actively licensed in good standing, but this requires legal interpretation. Contact the Missouri Board of Registration for the Healing Arts directly for official guidance before making ownership decisions based on licensing status changes.
Missouri permits multi-discipline healthcare practice ownership structures, but requires express written approval from each relevant licensing authority. According to Missouri Revised Statutes Section 356.051, different types of licensed healthcare professionals may co-own a professional entity only when expressly permitted by the licensing authorities regulating each profession involved.
The statute requires your articles of incorporation to include a statement certifying that all licensing authorities involved have approved the combination of professional services within the corporation. This creates a two-step approval process: obtain approval from each profession's licensing board and receive the signed Certificate of State Board Registration (Form Corp. 76), then file articles of incorporation with the Missouri Secretary of State with the board certificate attached.
Relevant licensing boards include the Missouri Board of Registration for the Healing Arts, Missouri Board of Nursing, Missouri Board of Pharmacy, and Missouri Dental Board.
Missouri does not enforce the Corporate Practice of Medicine doctrine. General business corporations and LLCs may employ physicians without CPOM restrictions. See the "Corporate Practice of Medicine Doctrine" section above for complete details on permitted employment structures and required compliance with professional independence requirements and federal fraud and abuse laws.
Section 356.041 RSMo requires incorporators to be "duly licensed," but Missouri has not published explicit regulations addressing whether lapsed, inactive, or suspended license status affects continued ownership eligibility. This regulatory guidance gap creates uncertainty. The phrase "duly licensed" likely means actively licensed in good standing, but this interpretation requires confirmation. Contact the Missouri Board of Registration for the Healing Arts directly for official guidance, or consult Missouri healthcare law counsel before making ownership decisions based on licensing status changes.
If you formed your Professional Corporation on or after July 1, 2003, you must file annual reports by the end of your incorporation month each year, according to the Missouri Secretary of State Corporate Filings page. Late filing penalties assess $15 per 30-day period, with continued non-compliance resulting in administrative dissolution or revocation. Franchise tax obligations apply only to corporations with assets exceeding $1 million, assessed at 0.0333% of tax basis per the Missouri Department of Revenue Form MO-1120 Instructions. No healthcare-specific exemptions exist.
No. Missouri does not authorize Professional Limited Liability Companies for healthcare professionals. According to the Missouri Secretary of State business forms page, Missouri law provides no Professional LLC statute for healthcare practitioners. You must utilize Professional Corporations under Chapter 356 RSMo or Limited Liability Partnerships under Chapter 358 RSMo if you're seeking limited liability protection.
Professional Corporations operate under Chapter 356 RSMo with corporate governance, while Limited Liability Partnerships follow Chapter 358 RSMo with partnership governance. Professional Corporations allow solo practitioners and require Board certification (Form Corp. 76) before filing per Section 356.041. LLPs require a minimum of two partners per Section 358.060, making them unsuitable for individual practitioners. Both provide limited liability protection, though partners remain liable for personal negligence or malpractice in LLPs. Professional Corporations must use "Professional Corporation" or "P.C." in their name, while LLPs use the "LLP" designation.
The reality of Missouri healthcare entity compliance is exhausting: tracking different deadlines for annual reports across multiple entities, coordinating Board certifications before you can file formation documents, monitoring physician CME hours (50 every two years) and annual license renewals by January 31, calculating franchise tax for entities over $1 million in assets, and ensuring multi-discipline practices have all required Board approvals. When you're managing 5, 10, or 50+ entities, staying on top of these moving parts becomes overwhelming.
Discern automates this complexity for healthcare organizations managing 200+ entities across multiple states. Instead of spending hours tracking deadlines and filing requirements, our platform handles registered agent services, annual report filings, franchise tax calculations, and Board certification coordination. Book a demo with Discern today and reduce administrative burden while maintaining compliance.
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