This is not legal advice. Foundry PC is not a law firm.
Founders often think of MSO-PC formation as "filing the entities." The entities are the easy part. The structure lives in the contracts between them. Here's what a complete suite contains and why each piece exists.
1. Management Services Agreement (MSA)
The core document. The PC engages the MSO to provide non-clinical services: administrative staff, technology, billing and collections support, marketing, facilities, HR administration, and so on, in exchange for a management fee.
What it protects against: The MSO having no legal basis to be paid, and the MSO being seen as practicing medicine.
Terms that matter: A clear carve-out reserving all clinical decisions to the PC. A fair-market-value fee (flat, cost-plus, or a defensible percentage depending on state). Term, termination, and what happens to patient records and staff on termination. In 2026, remove any language giving the MSO authority over clinical hiring, coding decisions, or payer contracting; frame those as PC decisions with MSO support.
2. Stock Transfer Restriction Agreement (or Continuity / Succession Agreement)
Governs the physician owner's shares in the PC: they can't be sold or pledged without consent, and they transfer to a successor physician on defined events.
What it protects against: The physician owner walking away with the entity, dying without a successor, or losing their license and taking the PC down with them.
Terms that matter: Defined transfer triggers (death, disability, license loss, material breach, resignation with notice). A nominal transfer price. Successor designation mechanics. Avoid "MSO may direct transfer at any time for any reason," which California's AG has flagged and Oregon prohibits.
3. Physician Owner Services Agreement
The physician's contract for the PC ownership role: duties, stipend, term, indemnification, cooperation on change of control.
What it protects against: An undocumented relationship that can't be defended as fair market value, and a physician who has no obligations.
4. Business Associate Agreement (BAA)
The MSO handles protected health information on the PC's behalf, which makes it a business associate under HIPAA. A BAA is required.
What it protects against: HIPAA violations from the outset, and a gap that every payer, EHR vendor, and investor's counsel will ask about.
5. Provider Employment or Independent Contractor Agreements
Templates for the clinicians the PC employs or contracts. These must be with the PC, not the MSO, in CPOM states. The MSO cannot employ practicing physicians in most CPOM states, and in many it cannot employ other licensed clinicians who deliver care either.
What it protects against: The single most common structural error we see: clinicians on the MSO's payroll. That's the MSO practicing medicine.
Terms that matter: Compensation, scope, professional liability, non-solicit (not noncompete in states that void them), assignment of patient records to the PC, and telehealth-specific provisions for multi-state practice.
6. Collaborative Practice / Supervision Agreements
For NP- and PA-led practices in states that require physician collaboration. State-specific forms, often with prescribed content.
7. PC Governing Documents
Bylaws or operating agreement, initial resolutions, share certificate, and, in some states, a physician-majority board structure. These should reflect real physician governance, not a shell.
8. MSO-to-Physician Indemnification Agreement
Sometimes folded into the physician owner services agreement, sometimes standalone. The MSO indemnifies the physician for liabilities arising from the MSO's business conduct.
What it protects against: Physicians refusing to serve, or demanding outsized stipends, because they feel exposed for things they don't control.
Optional but common
- License and IP agreement (MSO licenses brand and technology to the PC)
- Lease or sublease (if there's physical space)
- Line of credit or working capital agreement (MSO funds PC operations; must be structured carefully)
- State-specific riders for California, Oregon, New York, Texas, and transaction-review states
The test for the whole suite
Read the documents and then look at your org chart, your payroll, and your Slack. If the documents say the PC controls clinical decisions and your ops lead is approving NP hires, the documents are describing a company that doesn't exist. Regulators in 2026 are reading the second thing, not the first.
How Foundry PC handles it
Foundry maintains a complete template suite, customized to each client's model and reviewed and signed off by independent healthcare counsel for each engagement. Every SOW includes the full suite for each PC, with state-specific adaptations priced as separate line items.
Book a 20-minute call if you'd like us to review what you already have against this list.