> ## 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. # Owning a practice when you're not a physician > In most states only licensed clinicians can own a medical practice. The MSO/PC ('friendly physician') structure is how non-physicians legally build, manage, and profit from practices anyway, here's how it works and where the legal lines are. **This is not legal advice.** The MSO/PC structure sits on top of state-specific corporate-practice-of-medicine law, fee-splitting statutes, and federal fraud-and-abuse rules, and the details that make it legal or illegal live in your documents. Do not form any of this without a healthcare attorney licensed in your state. This page exists so that conversation is productive, not so you can skip it. ## The problem: only physicians can own medical practices In the United States, most states enforce some version of the **corporate practice of medicine (CPOM) doctrine**: entities that provide medical care must be owned (in whole or in controlling part) by licensed physicians, and unlicensed persons or corporations may not employ physicians to practice or direct clinical care. According to healthcare law firm [Brennan Manna Diamond](https://www.bmdllc.com/resources/blog/friendly-physician-models-the-basics-through-5-frequently-asked-questions/), more than 30 states restrict non-physician ownership of medical entities through statute or case law, with the stated purpose of protecting physicians' independent medical judgment from commercial pressure. Enforcement intensity varies, California and New York are among the strictest, Texas enforces through its own statutory scheme, and a minority of states barely enforce at all. (The same doctrine applies, with variations, to dentistry, optometry, veterinary medicine, and other licensed professions.) So a non-physician cannot simply "buy a medical practice." But they can build and run the *business* of one. ## The solution: the MSO/PC structure The industry-standard answer is a two-entity structure, often called the **friendly physician** or **captive PC** model: ```mermaid theme={null} %%{init: {'themeVariables':{'fontFamily':'inherit','fontSize':'14px'}}}%% flowchart TD FP[Friendly physician
licensed owner] -->|owns shares +
transfer restriction agreement| PC[PC
clinical entity] YOU[You / investors
non-physicians] -->|own| MSO[MSO
management company] PC -->|management fee
FMV, per the MSA| MSO MSO -->|space, staff, billing,
IT, HR, finance| PC PC -->|delivers care,
holds payer contracts| PT[Patients + payers] ``` **The PC (professional corporation)**, owned by a licensed physician, employs or contracts the clinicians, holds the payer contracts, and delivers all patient care. In multi-state builds, operators recruit a physician licensed in every target state (or one PC per state, each with a state-licensed owner), this is what people mean by a "50-state physician owner." **The MSO (management services organization)**, owned by anyone, including you, owns the non-clinical assets and sells the PC everything else it needs to operate: space, equipment, staff, billing and revenue cycle, credentialing support, IT, HR, marketing, compliance infrastructure, and finance. As healthcare firm [ByrdAdatto](https://byrdadatto.com/banter/mso-to-navigate-cpom/) puts it, the MSO provides administrative and operational support but "does not practice medicine, does not employ physicians to provide medical services, and does not make clinical decisions or control patient care." The two are bound by a **management services agreement (MSA)**, the load-bearing document of the entire structure, under which the PC pays the MSO a **management fee**. That fee is how a non-physician founder earns economics from a medical practice: you own the MSO, the MSO earns the fee, and the fee (plus the value of the MSO itself, which is what investors buy and sellers sell) is your return. ## How the money is allowed to flow This is where structures get people in trouble, so it's worth being precise about what the law firms actually say: **The management fee must be fair market value for real services.** [BMD](https://www.bmdllc.com/resources/blog/friendly-physician-models-the-basics-through-5-frequently-asked-questions/) notes the fee should be "within the range of fair market value for bona fide services actually provided," typically structured as a **flat fee or cost-plus** arrangement, often supported by a third-party valuation. **Percentage-of-revenue fees are the danger zone.** [ByrdAdatto](https://byrdadatto.com/banter/mso-to-navigate-cpom/) warns that compensation tied directly to patient revenue or profits can trigger **fee-splitting** prohibitions (and, where federal program patients are involved, **Anti-Kickback Statute** exposure). Some states tolerate percentage fees; the strict ones don't. This single design choice, flat vs. percentage, is a state-law question your attorney answers, not a template default. **Clinical control must genuinely stay with the physicians.** The MSA must preserve physician authority over diagnosis, treatment, clinical staffing and supervision, and medical policy. A structure where the MSO de facto directs care is exactly what CPOM enforcement (and plaintiff's lawyers, and payers recouping claims) look for. ## How the "friendly" part is secured If the physician owns the PC, what stops them from walking away with it? The standard mechanism is a **stock transfer restriction agreement** (sometimes a succession or nominee agreement): the physician owner agrees that their shares can be transferred to another licensed physician designated under the agreement's terms, for a nominal price, on defined triggers (death, disability, license loss, termination of the MSA, or simply the MSO's designation, where state law allows). Combined with the MSA's long term and the MSO's ownership of every non-clinical asset, this gives the MSO durable control of the *business* while ownership of the *medicine* stays licensed. How aggressive these agreements can be varies by state, the strict CPOM states also scrutinize transfer restrictions that make the physician a mere figurehead. ## What this means practically for a non-physician founder You'll need a healthcare attorney before anything else, then a physician partner you actually trust (the documents protect you, but a hostile friendly physician is still expensive), then the standard build in this order: form the MSO, help the physician form the PC, paper the MSA and transfer restriction agreement, and run all payer contracting, credentialing, and [EFT/ERA enrollment](/guides/set-up-payers) under the PC. Two operating disciplines keep the structure real: **separate books and bank accounts per entity** with the management fee actually invoiced and paid ([account structure](/concepts/practice-banking-structure)), and **no MSO fingerprints on clinical decisions**, ever. The deep version of everything on this page, state-by-state CPOM rules, MSA term sheets, fee models, payer and lender treatment, lives at our companion [MSO-PC Wiki](https://mso.getlemma.com). For converting an existing practice you already own into this structure, see [Become an MSO](/guides/become-an-mso). Worth repeating: whether a specific fee model, transfer restriction, or MSA term is lawful depends on the state and the facts. **Consult a healthcare attorney licensed in your state before forming or signing anything.** ## Sources * [Friendly Physician Models: The Basics, Brennan Manna Diamond](https://www.bmdllc.com/resources/blog/friendly-physician-models-the-basics-through-5-frequently-asked-questions/) * [Using MSOs to Navigate CPOM, ByrdAdatto](https://byrdadatto.com/banter/mso-to-navigate-cpom/) * [Understanding the MSO-PC Model, LBMC](https://www.lbmc.com/blog/mso-pc-model-medical-practices/) * [Friendly PC-MSO Model Structuring, Holt Law](https://djholtlaw.com/california/san-diego/friendly-pc-mso-model-structuring/) * [Health Care Regulatory Primer: MSOs, Chapman and Cutler LLP](https://www.chapman.com/publication-Health-Care-Management-Service-Organizations) ## Related * [The PC and corporate practice of medicine](/concepts/cpom-and-the-pc) * [Choose your legal entity](/guides/choose-your-entity) * [Ownership paperwork](/guides/ownership-agreements) * [Become an MSO](/guides/become-an-mso) * [CPOM by state](/reference/cpom-by-state)