Representative Experience
MSO-PC Structures
Friendly-PC and management services structures built to hold up under Corporate Practice of Medicine review.
Friendly-PC and MSO structures built and stress-tested over ten years, including as fractional general counsel to physician practice groups.
The situation
Investors will not fund a healthcare business whose structure does not survive scrutiny, and regulators care whether the paperwork matches reality. A management services agreement that reads well but lets the MSO control clinical decisions creates exposure that surfaces at the worst possible moment: a financing or a sale.
What we handle
- Friendly-PC and MSO formation and structuring
- Management services agreements and fee design
- Corporate Practice of Medicine analysis across states
- PC ownership, succession, and nominee arrangements
- Anti-Kickback and Stark overlay on the structure
- Multi-state expansion of an existing model
- Structure remediation ahead of diligence
How these deals work
- 01 We map the Corporate Practice of Medicine rules that apply to your model, state by state, before settling on a structure.
- 02 We form the PC and the MSO and draft a management services agreement that keeps clinical decisions where the law requires them.
- 03 We set the management fee to a defensible, documented fair value rather than a straight cut of clinical revenue.
- 04 We build in PC ownership succession, so a physician owner's departure never strands the structure.
Who it's for
Healthtech and provider platforms, PE sponsors backing clinical businesses, and physician owners entering an MSO model.
Common questions
MSO-PC Structures, answered.
- What is an MSO-PC structure?
- A two-entity model. A licensed physician owns the professional corporation that delivers clinical care, while a management services organization provides everything non-clinical: technology, billing, scheduling, marketing, and back office. The two connect by contract rather than ownership, which is what lets investor capital fund the business.
- How should the management fee be set?
- It should reflect fair value for services actually delivered, and it should be documented. Fees tied directly to a percentage of clinical revenue attract scrutiny in some states and can raise fee-splitting questions. The analysis is state-specific.
- Does an MSO-PC structure work in every state?
- No. Corporate Practice of Medicine rules vary, and a structure that works cleanly in one state may need changes in another. Multi-state models get reviewed state by state before you expand.
- Can investors own the MSO?
- Yes. The MSO is the investable entity; the PC stays physician-owned. That split is the entire point of the structure, and it is what lets outside capital back a business that delivers clinical care.
- What happens if the PC's physician owner leaves?
- That is what succession and transfer provisions are for. Without them, a departing owner can strand the structure. We paper the arrangements so ownership moves to a qualified successor without disrupting operations.
This page provides a general overview of mso-pc structures matters. Every situation is different. Contact Mond Law to discuss the specifics of your matter.