> ## Documentation Index
> Fetch the complete documentation index at: https://www.practiceownersguide.com/llms.txt
> Use this file to discover all available pages before exploring further.

# Become an MSO

> Converting a practice into an MSO-PC structure, when it's worth it, the conversion workstreams, and what changes operationally.

The MSO-PC structure separates the clinical entity (the PC, owned by a
clinician) from a management company (the MSO) that owns the non-clinical
assets and runs operations for a fee. It's how practices scale across
clinicians, locations, and states, and how non-clinical owners and capital
participate without violating [CPOM](/concepts/cpom-and-the-pc). If you're a
non-physician building this from scratch rather than converting, start with
[Owning a practice when you're not a
physician](/guides/own-a-practice-without-a-license).

<Info>
  This page is the on-ramp. The deep treatment, state rules, management
  agreements, fee structures, payer and lender views, lives at the companion
  [MSO-PC Wiki](https://mso.getlemma.com). And none of this is legal advice:
  the conversion is a healthcare-attorney project from day one.
</Info>

## When it's worth it

The structure earns its overhead when at least one of these is true: you're
adding locations or states faster than one owner can personally hold them; you
want employees, capital partners, or a future buyer to own economics without
owning the medicine; or your state's CPOM rules block the simpler thing you'd
rather do. One clinician, one location, no outside capital? You almost
certainly don't need it yet.

## The conversion

**Design before documents.** With healthcare counsel: which entity keeps the
clinical contracts, who owns each entity, and the management fee model (flat,
cost-plus, or percentage, states differ on what's permissible; see the
[fee-splitting discussion](/guides/own-a-practice-without-a-license)).

**The entity split.** Form the MSO, then move the non-clinical assets,
equipment, lease, brand, non-clinical staff, into it by contribution or sale.
The **management services agreement** is the load-bearing document: fee,
services, term, and the clinical-control carve-outs that keep it
CPOM-compliant.

**The money re-pointing.** Payer contracts and clinical revenue stay with the
PC; the MSO invoices its fee. That means separate bank accounts per entity, an
intercompany flow you actually follow, and books that survive a payer or
state audit ([structure](/concepts/practice-banking-structure)).

**People and vendors.** Non-clinical staff move to the MSO; clinicians stay
with (or contract with) the PC. Vendor contracts, malpractice, and benefit
plans get reassigned to match.

**The payers.** If the PC (TIN) survives unchanged, payer disruption is
minimal. If TINs change, treat it as full re-enrollment, contracting,
credentialing, and [EFT/ERA updates](/reference/payers) per payer, sequenced
so deposits never stop, with the same discipline as
[switching banks](/guides/switch-banks).

## What changes day to day

Two sets of books, an intercompany invoice that must actually be paid, payroll
in two entities, and a discipline requirement: the MSO manages, the PC
practices. The fastest way to lose the structure's legal protection is to run
both entities like one checkbook.

## Related

* [Owning a practice when you're not a physician](/guides/own-a-practice-without-a-license)
* [Expand out of state](/guides/expand-out-of-state)
* [Multi-entity money](/guides/multi-entity-money)
* [Scaling beyond one practice](/guides/sell-or-scale)
* [The PC and corporate practice of medicine](/concepts/cpom-and-the-pc)