BACKGROUND: Evidence is evolving about the impact of patient-centered medical homes (PCMHs) on important outcomes in primary care. Minnesota has developed its own PCMH certification process, envisioned as an all-payer initiative with an emphasis on patient-centeredness, which may add unique experiences and outcomes to the national discussion. OBJECTIVE: We aimed to identify the facilitators and barriers encountered by nine diverse primary care practices selected from the first 80 to achieve PCMH certification in Minnesota. DESIGN: This was a qualitative analysis of semi-structured, in-person interviews. PARTICIPANTS: Thirty-one administrative and clinical leaders, including clinic managers, physician champions, medical directors, nursing supervisors, and care coordinators participated in the study. KEY RESULTS: Six factors emerged as most important to the efforts to become PMCHs: leadership support, organizational culture, finances, quality improvement (QI) experience, information technology (IT) resources, and patient involvement. Facilitators included committed leadership at local and higher levels, prior experience and ongoing support for QI initiatives, and adequate financial and IT resources. Reimbursement was a significant barrier due to perceived inadequacy and inconsistent participation by health plans. The unsuitability of electronic medical records (EMRs) to PCMH documentation requirements likewise presented ongoing challenges. Many interviewees described patient input as helpful to their clinics' PCMH-related changes and were enthusiastic about their "patient partners." The majority of interviewees felt that becoming a PCMH was right for patients and was personally worthwhile, even while acknowledging the tremendous effort involved and voicing skepticism about reimbursement over the short term. CONCLUSIONS: The experience of participants in Minnesota's state-wide initiative to legislate PCMH transformation provides a broad view of facilitators and barriers. Unique facilitators included a requirement for patient involvement, which pushed practices to create patient-centered innovations, and new reimbursement models based on quality indicators for a population. Among barriers were the costs to practices and patients, and EMRs that failed to accommodate PCMH requirements.