wv-wv-18504: 11-07 — Formation and Approval of Professional Limited Liability Companies

6/30/2026 4:52:17 PM Office of West Virginia Secretary Of State NOTICE OF PUBLIC COMMENT PERIOD AGENCY: Medicine TITLE-SERIES: 11-07 RULE TYPE: Legislative Amendment to Existing Rule: Yes Repeal of existing rule:No RULE NAME: Formation and Approval of Professional Limited Liability Companies CITE STATUTORY AUTHORITY: W. Va. Code §31B-13-1304. COMMENTS LIMITED TO: Written DATE OF PUBLIC HEARING: LOCATION OF PUBLIC HEARING: DATE WRITTEN COMMENT PERIOD ENDS: 07/30/2026 12:00 PM COMMENTS MAY BE MAILED OR EMAILED TO: NAME: Mark A. Spangler, Executive Director of the West Virginia Board of Medicine ADDRESS: 101 Dee Drive, Suite 103 Charleston, WV 25311 EMAIL: mark.a.spangler@wv.gov PLEASE INDICATE IF THIS FILING INCLUDES: RELEVANT FEDERAL STATUTES OR REGULATIONS: No (IF YES, PLEASE UPLOAD IN THE SUPPORTING DOCUMENTS FIELD) INCORPORATED BY REFERENCE: No (IF YES, PLEASE UPLOAD IN THE SUPPORTING DOCUMENTS FIELD) PROVIDE A BRIEF SUMMARY OF THE CONTENT OF THE RULE: This legislative rule addresses procedures for the formation, approval and renewal of professional limited liability companies for physicians, podiatrists, and others legally authorized to render the same or compatible professional services under W. Va. Code §31B-13-1301 et seq. SUMMARIZE IN A CLEAR AND CONCISE MANNER CONTENTS OF CHANGES IN THE RULE AND A STATEMENT OF CIRCUMSTANCES REQUIRING THE RULE: Section 3 of the rule requires physician and podiatric PLLCs to pay an initial filing fee to the Board of $100, and an annual renewal fee of $100 on or before July 1 each year. Section 3.4 of the rule is amended to provide that if an initial registration of the PLLC is approved by the Board within 60 days of July 1, the PLLC need not renew until the renewal deadline of the subsequent calendar year. Section 3.5 is amended to permit entities that have elected to file a biennial report with the WVSOS (rather than annual), to also file their WVSOS report biennially with the Board. This change is appropriate to maintain consistency with the annual and/or biennial report filing schedules permitted under W. Va. Code § 31B-2-211. SUMMARIZE IN A CLEAR AND CONCISE MANNER THE OVERALL ECONOMIC IMPACT OF THE PROPOSED RULE: A. ECONOMIC IMPACT ON REVENUES OF STATE GOVERNMENT: N/A B. ECONOMIC IMPACT ON SPECIAL REVENUE ACCOUNTS: N/A C. ECONOMIC IMPACT OF THE RULE ON THE STATE OR ITS RESIDENTS: N/A D. FISCAL NOTE DETAIL: Effect of Proposal Fiscal Year 2026 2027 Fiscal Year (Upon Increase/Decrease Increase/Decrease Full (use "-") (use "-") Implementation) 1. Estimated Total Cost Personal Services Current Expenses Repairs and Alterations Assets Other 2. Estimated Total Revenues E EXPLANATION OF ABOVE ESTIMATES (INCLUDING LONG-RANGE EFFECT): N/A BY CHOOSING 'YES', I ATTEST THAT THE PREVIOUS STATEMENT IS TRUE AND CORRECT. Yes Mark A Spangler --By my signature, I certify that I am the person authorized to file legislative rules, in accordance with West Virginia Code §29A-3-11 and §39A-3-2. TITLE 11 LEGISLATIVE RULE WEST VIRGINIA BOARD OF MEDICINE SERIES 7 FORMATION AND APPROVAL OF PROFESSIONAL LIMITED LIABILITY COMPANIES §11-7-1. General. 1.1. Scope. -- This legislative rule addresses procedures for the formation and approval of professional limited liability companies for physicians, podiatrists, and others legally authorized to render the same or compatible professional services under W. Va. Code §31B-13-1301 et seq. 1.2. Authority. -- W. Va. Code §31B-13-1304. 1.3. Filing Date. -- April 9, 2012. 1.4. Effective Date. -- May 1, 2012. 1.5. Sunset Provision. -- This rule shall terminate and have no further force or effect upon August 1, 2032. §11-7-2. Definitions. 2.1. “Board” means the West Virginia Board of Medicine, as provided for in W. Va. Code §30-3-1 et seq. 2.2. “Professional limited liability company” means a limited liability company organized under the provisions of W. Va. Code 31B, for the purpose of rendering a professional service. 2.3. “Same or compatible professional services” means services rendered by physicians, osteopathic physicians, and podiatrists. §11-7-3. Procedures for Formation and Approval of Professional Limited Liability Companies for Physicians and Podiatrists; Fees. 3.1. Physicians licensed to practice medicine and surgery in an active status in this State may join together with those rendering the same or compatible services to render professional services as a limited liability company. They shall comply with the provisions of W. Va. Code §31B-13-1301 et seq. A professional limited liability company may not have as a member a person who is not legally authorized to render the professional services for which the professional limited liability company was organized. 3.2. Podiatrists licensed to practice podiatry in an active status in this State who desire to render professional services as a limited liability company shall comply with the provisions of W. Va. Code §31B-13-1301 et seq. Podiatrists may join together with those rendering the same or compatible services to render professional services as a limited liability company. A professional limited liability company may not have as a member a person who is not legally authorized to render the professional services for which the professional limited liability company was organized. 3.3. The name of a professional limited liability company shall contain the words "professional limited liability company" or the abbreviation "P.L.L.C.", “PLLC”, “Professional LLC” or “Professional L.L.C." 3.4. A professional limited liability company shall file with the Board at the time of formation, the names of its one or more member(s), and written documentation that the professional limited liability company carries at least one million dollars of professional liability insurance, together with an initial 11CSR7 filing fee of $100. Thereafter, every professional limited liability company on an annual basis on or before the first day of July, shall file with the Board the naem s of its member(s), and written documentation that the professional limited liability company carries at least one million dollars of professional limited liability insurance, together with an annual renewal fee of $100. Provided, that if an initial registration is approved within 60 days of the first of July, the professional limited liability company need not renew until the renewal deadline for the subsequent calendar year. 3.4.a. The requirement under W. Va. Code §31B-13-1305 that a professional limited liability company carry one million dollars of professional liability insurance is satisfied if the professional limited liability company provides one million dollars of funds specifically designated and segregated for the satisfaction of judgements against the company members or any of its professional or nonprofessional managers or employees arising out of the performance of professional services to patients or clients of the company, by: 3.4.a.1. Deposit in trust or in bank escrow of cash, bank certificates of deposit or United States treasury obligation; or 3.4.a.2. A bank letter of credit or insurance company bond. 3.5. Every professional limited liability company shall file with the Board a copy of the annual or biennial report required to be filed with the secretary of state under W. Va. Code §31B-2-211. The copy of the most recent annual or biennial report, and a copy of any corrected annual or biennial report filed with the secretary of state, shall be filed with the Board on or before the first day of July on an annual basis for entities on an annual filing schedule and on a biennial basis for entities who have elected to file biennially in accord with W. Va. Code § 31B-2-211(e). 3.6. The Board shall approve every professional limited liability company in compliance with all the provisions of this rule, and every professional limited liability company remaining in compliance with this rule shall remain approved by the Board. 3.7. If a person ceases to be a member of a professional limited liability company, he or she shall notify the Board in writing within twenty days from that departure. A person ceasing to be a member of a professional limited liability company does not affect the approval of the professional limited liability company by the Board, provided that the Board determines that the professional limited liability company remains in compliance with all the provisions of this rule. §11-7-4. Notification of Non-compliance, Cessation of Rendering Professional Services. 4.1. If the Board determines that a professional limited liability company is not in compliance with all the provisions of this rule and should cease rendering professional services in the State, the Board shall notify the professional limited liability company in writing of its noncompliance and shall order the professional limited liability company to stop rendering professional services. Upon receipt of the written notice, the professional limited liability company shall cease rendering professional services. §11-7-5. Physician-Patient and Podiatrist-Patient Relationship. 5.1. The provisions of this rule shall not be construed to alter or affect the physician-patient or podiatrist-patient relationship. 2