Most corporate practice provisions restrict who may hold shares. A sufficiently creative management agreement can leave the share register spotless and move every decision that matters somewhere else.
Wisconsin anticipated that. Under Wis. Stat. § 180.1901(2), an individual who is not licensed, certified or registered in the relevant field — or a health care professional — may not have any part in the ownership or control of a service corporation.
Two words doing a lot of work
“Any part” is not a majority test or a controlling-interest test. “Or control” means the analysis does not stop at equity.
Read together, they reach the provisions that usually survive elsewhere:
- Reserved matters giving the manager a veto over clinical policy or hiring.
- Board seats or observer rights held by a non-licensee.
- Share transfer mechanics that let the manager decide who the physician owner is.
- Economic terms that make the physician owner indifferent to the outcome, which is control by another route.
Who counts as an owner here
The requirement runs to each shareholder, director and officer, and it applies at all times — not merely at formation. A director appointment or an officer title handed to a non-licensee for commercial convenience is inside the prohibition.
There is one narrow carve-out: the nonparticipant spouse of a married individual holds the ownership rights provided under ch. 766, Wisconsin’s marital property law. That is a family-law accommodation, not a planning route.
The health care professional clause
Wisconsin’s formulation is broader than some: shareholders, directors and officers must be licensed in the same field of endeavour or be a health care professional. That is more permissive than Michigan’s same-service requirement, and it is worth confirming with Wisconsin counsel exactly which combinations it opens, because it is the clause that decides whether a clinician co-ownership plan is available at all.
And a licence is still a licence
None of this displaces the basic rule: no person may practise medicine and surgery in Wisconsin without a licence from the Medical Examining Board (§ 448.03). For anything delivered remotely, a physician using telemedicine to diagnose or treat a patient located in Wisconsin must hold that licence too, under Wis. Admin. Code ch. Med 24.
A five-minute test
Take your operating and management agreements and highlight every provision that lets a non-licensee decide something. Then ask whether “no part in the ownership or control” survives that list. If it does not, the drafting was done for a different state.
Related reading
Frequently asked questions
Can a non-physician hold shares in a Wisconsin service corporation?
No. Shareholders, directors and officers must be licensed in the same field or be health care professionals, and a non-licensee may have no part in the ownership or control.
Does the rule reach control as well as equity?
Yes. The statute names ownership or control, so provisions that move decision-making to a non-licensee are within it.
Is there any exception?
A nonparticipant spouse holds the ownership rights provided under ch. 766, Wisconsin’s marital property law.
Does a telemedicine physician need a Wisconsin licence?
Yes, where the patient is located in Wisconsin.
General information about Wisconsin entity rules, not legal advice. Confirm your obligations with healthcare counsel licensed in Wisconsin.