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What is an MSO-PC Structure — and Why Does Your Digital Health Startup Need One?

  • Writer: MedPath Compliance Group
    MedPath Compliance Group
  • Apr 17
  • 2 min read

As digital health and telemedicine startups expand into multiple states, they often encounter a complex legal landscape. One of the most effective—and widely used—structures to navigate this is the MSO-PC model. But what exactly is it, and why is it so essential for healthcare companies aiming to scale?


This article breaks down the basics of the MSO-PC structure and explains why it's become the go-to model for startups operating in states with Corporate Practice of Medicine (CPOM) restrictions.


Diagram or illustration showing the relationship between a Professional Corporation (PC) delivering clinical services and a Management Services Organization (MSO) handling non-clinical operations in a healthcare startup.
The MSO-PC model separates clinical care from business operations, helping healthcare startups scale compliantly across state lines.

What is an MSO-PC Structure?

The MSO-PC model separates clinical and non-clinical functions between two entities:

  1. Professional Corporation (PC): This physician-owned entity delivers clinical care. In CPOM states, only licensed physicians can own and control clinical decisions.

  2. Management Services Organization (MSO): This entity (typically owned by entrepreneurs, investors, or a parent company) provides non-clinical support—admin, tech, HR, billing, marketing, and more.

The MSO contracts with the PC through a Management Services Agreement (MSA) that defines the roles, responsibilities, and boundaries of each party.



Why Startups Use the MSO-PC Model

CPOM Compliance: In many states, laws prohibit corporations from practicing medicine or employing physicians. The MSO-PC model enables compliance while preserving business viability.

Operational Flexibility: The MSO handles day-to-day operations, allowing the PC to focus on care delivery and regulatory oversight.

Investor Participation: Investors can participate in the business side (MSO) without violating laws that restrict non-physician ownership of clinical entities.

Scalable Expansion: MSOs can support multiple PCs in different states, each structured to comply with local laws. This makes the model ideal for national digital health growth.



Best Practices for MSO-PC Structuring

  • Draft clear, state-compliant Management Services Agreements that outline the division of responsibilities.

  • Ensure PC owners are licensed physicians with real authority over clinical matters.

  • Establish financial separation between clinical revenue and MSO fees.

  • Regularly review your structure to remain aligned with evolving state laws.



Conclusion: The MSO-PC model has emerged as a powerful framework for digital health companies operating across state lines. When designed correctly, it enables startups to grow compliantly, preserve physician-led care, and unlock scale with operational efficiency.

If your startup is exploring expansion, understanding how to properly implement this structure is key to long-term success.



If you are a healthcare startup or know a digital health founder who needs guidance, reach out to schedule a complementary MSO-PC model Strategy Call. We’ll discuss your MSO-PC structure strategy and explore ways to align operational growth with evolving state regulations.



📞 Need MSO-PC Structure Guidance?




Disclaimer: The information in this article is intended for general informational purposes related to MSO-PC structure and compliance. While MedPath offers guidance and insights to support healthcare startups, this content should not be interpreted as legal advice. For legal questions specific to your circumstances, consult a licensed attorney.

 
 
 

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