Colorado ownership & cpom for med spas

Ownership & corporate practice of medicine in Colorado

⚠️ Colorado names the corporate practice of medicine doctrine in its statute and expressly refuses to let its own professional-corporation provisions be read as an exception to it. Ownership sits with licensed physicians; a PA may hold shares only while physicians keep MAJORITY ownership; and lay directors are barred from touching medical judgment.

• It is unprofessional conduct to practice medicine “as the partner, agent, or employee of, or in joint venture with, any person who does not hold a license to practice medicine within this state”, or as an employee of or in joint venture with “any corporation other than a professional service corporation for the practice of medicine as described in section 12-240-138.” The general-business-corporation med spa employing its own physician is the arrangement this forecloses.

  Colo. Rev. Stat. § 12-240-121(1)(g)(I) · verified Sep 2, 2026

• ⚠️ and the statute names the doctrine, which almost no other state does. “nothing in this subsection (1)(g) shall be construed to otherwise create an exception to the corporate practice of medicine doctrine.” In most states the doctrine is inferred from the licensure requirement and argued about; in Colorado it is written down, and the professional-corporation route is expressly not a way around it.

  Colo. Rev. Stat. § 12-240-121(1)(g)(II)(B) · verified Sep 2, 2026

• A professional service corporation must be “organized solely for the purpose of permitting individuals to conduct the practice of medicine through a corporate entity, so long as all the individuals are actively licensed physicians or physician assistants in the state of Colorado”, and its name must contain “professional company” or “professional corporation” or an abbreviation. The entity is a vehicle for licensed practice, not a holding structure.

  Colo. Rev. Stat. § 12-240-138(1)(a)–(b) · verified Sep 2, 2026

• ⚠️ shareholders must be licensed, and must actually work there. All shareholders are persons licensed by the board “who at all times own their shares in their own right” — except that physician assistants may hold shares “as long as the physician shareholders maintain majority ownership.” Shareholders must be “actively engaged in the practice of medicine … in the offices of the corporation”, allowing only for illness, accident, armed service, vacations and leave of up to a year. A passive licensed investor does not qualify.

  Colo. Rev. Stat. § 12-240-138(1)(d)(I) · verified Sep 2, 2026

• ⚠️ the sharpest line for an investor-backed med spa: “lay directors, officers, and heirs of deceased shareholders shall not exercise any authority whatsoever over the independent medical judgment of persons licensed by the board to practice medicine in this state.” “Any authority whatsoever” leaves no room for a management-services agreement that reaches clinical decisions. The president must also be a shareholder and a director.

  Colo. Rev. Stat. § 12-240-138(1)(f) · verified Sep 2, 2026

• And eligibility is continuous, not a one-time test: the articles must require any shareholder “who ceases to be or for any reason is ineligible to be a shareholder to dispose of all of his or her shares forthwith”, either to the corporation or to a qualifying person. A physician who lets a license lapse must divest.

  Colo. Rev. Stat. § 12-240-138(1)(e) · verified Sep 2, 2026

• ⚠️ Colorado’s fee-division rule is both criminal and disciplinary, and the second half is easy to miss. Dividing a fee for sending or bringing a patient is a class 2 misdemeanor under § 12-240-132(1)(a) — and separately, “violation of the provisions of this section shall constitute grounds for the suspension or revocation of a license or the placing of the holder thereof on probation.” One arrangement, two forums: a criminal charge and a license action.

  Colo. Rev. Stat. § 12-240-132(2) · verified Sep 2, 2026

Recent Colorado changes

• CO HB1024: Medical-Aesthetic Services Delegation DisclosuresApr 7, 2025