Virginia’s rules come from Va. Code tit. 54.1, ch. 27, Title 13.1 entity law, and Board of Dentistry guidance documents. Check the legislation tracker for pending changes.
1. CPOD status
Tier: Moderate Virginia has no proprietor clause and no felony aimed at lay ownership. The restriction operates through entity law. Va. Code § 54.1-2717 provides that no corporation may be formed or domesticated in Virginia “for the purpose of practicing dentistry” other than a professional corporation under ch. 7 of Title 13.1, and no LLC may do so other than a PLLC under ch. 13 of Title 13.1. Those chapters limit ownership to licensees.1 § 54.1-2718 reinforces the recognized owner classes through trade-name law: only “[a] dentist, partnership, professional corporation, or professional limited liability company that owns a dental practice” may adopt a trade name.2 The practice-of-dentistry definition contains no ownership clause. Section 54.1-2711(A) covers clinical conduct and holding out, including titles and letters, advertising to perform dental operations, diagnosing and treating oral diseases, extractions, malposition correction, digital scans and impressions, and artificial substitutes.3 A lay entity that provides support without practicing dentistry is regulated through the entity and board rules described above. Verify the structural limits with counsel.2. Other professions
This page covers dentistry only. Medicine, optometry, veterinary practice, and other professions are governed by different statutes and boards, even within the same state. For medical-practice sources, use the MSO-PC Wiki.3. Professional entity forms
Practicing entities must be PCs (Title 13.1, ch. 7) or PLLCs (Title 13.1, ch. 13) per § 54.1-2717, with ownership limited to licensees under those chapters; trade names follow § 54.1-2718.12 Section 13.1-553 expressly permits the professional corporation’s board to delegate operational tasks under a management agreement, while reserving supervision and direction of professional services to licensed persons. That is useful statutory support for an MSA, not permission to delegate clinical control. Also confirm before filing:- Naming rules, designator requirements, and any limits tied to licensed owners’ names; several states regulate dental trade names separately
- Board pre-approval or certificates, whether the dental board must act before (or after) the secretary of state will file
- Officer and director licensure, including states that restrict these roles as well as ownership to licensees
4. Fee structure
No dental-specific percentage-fee prohibition was located in ch. 27. Check the board’s guidance and unprofessional-conduct regulations with counsel before signing a revenue-linked management fee. For the MSA, test whether a percentage-of-collections fee is permitted under the state’s dental, fee-splitting, referral, tax, and contract rules. Several states expressly restrict revenue-linked dental management fees, and the Aspen Dental settlements imposed related party-specific terms. Flat and cost-plus formulas are not automatic safe harbors; the services, calculation, amount, control rights, and actual payments still matter. See Fee-splitting rules and Set the management fee.5. Noncompetes
Dentist noncompetes in Virginia are governed by the state’s restrictive-covenant law, including the low-wage-employee noncompete ban. Its thresholds change, so verify applicability with counsel before drafting one. Federal noncompete policy changed substantially in 2025 and 2026. The FTC’s Non-Compete Rule was vacated, the agency dismissed its appeals in September 2025, and the rule was removed from 16 C.F.R. pt. 910 effective February 12, 2026. State law remains central. Dental enforcement resolutions in New York and California have also restricted noncompetes for the settling parties as a corporate-practice remedy. Verify the current rule, worker, agreement type, transaction context, effective date, and remedy in this state. See the legislation tracker.6. DSO-specific law and registration
No DSO registration statute. The Board of Dentistry addresses the space through published guidance instead:
The board’s 60-24 compilation collects relevant authorities because the code has no single CPOD section. Use it as a primary starting point for the limits on lay support in Virginia.4
7. Death and transition window
Virginia has form-specific statutory windows in addition to Board guidance. For a professional corporation, § 13.1-552(C) requires shares that pass to an estate or disqualified person to be transferred or acquired by the corporation within one year, followed by statutory redemption if that does not occur. For a professional LLC, § 13.1-1117(C) first honors a contractual transfer timetable and valuation; absent one, the interest generally must be paid for within one year at book value. Guidance document 60-6 separately addresses patient and practice handling on death, retirement, sale, or closure. See Plan for succession.8. Practical structuring notes
Follow the entity statute and Board guidance. Section 54.1-2717 does not permit an ordinary LLC to practice dentistry, and guidance 60-24 collects the duties reserved to dentists that an MSA must leave untouched. Under § 54.1-2718, the trade name belongs to the dentist-owned practice entity. A branded group should document any DSO trademark license accordingly.9. Verification checklist
- Confirmed the permitted entity form for dentistry in this state
- Confirmed whether dental board pre-approval or a certificate is required before filing
- Confirmed whether officers and directors must be licensed dentists
- Confirmed the management fee structure is lawful here, including any restriction on revenue-linked fees
- Clinical carve-out drafted against this state’s current statutory language, including any enumerated control prohibitions
- Transfer restriction and succession documents checked against this state’s death-transition window
- Noncompete provisions checked against current state law
- DSO foreign-qualified before it has employees here
- Any DSO registration, licensure, or disclosure obligation identified and calendared
- Trade-name and advertising-disclosure rules for dental practices checked
10. Sources and where to verify
Entity formation runs through the Virginia State Corporation Commission; board rules through the Virginia Board of Dentistry (DHP); pending bills through the Virginia General Assembly.
For the cases and statutes referenced above, see DSO & dental case law and the 51-jurisdiction table. For enacted and pending legislation, see the dental legislation tracker.