This is not legal advice. Foundry PC is not a law firm.
Most MSO-PC structures don't fail dramatically. They decay: a registered agent lapses, a license expires, a fee that was fair market value in year one never gets reviewed, a state changes its rules and nobody notices. A one-hour year-end review catches all of it. Here's the list.
Entity hygiene
1. Annual reports and franchise taxes. Every state where the PC or MSO is formed or foreign-qualified has an annual or biennial filing. Missing one leads to loss of good standing, which payers and investors check. Pull a good standing certificate for each entity in each state.
2. Registered agents. Confirm each is active, paid, and forwarding notices to someone who reads them. Lapsed registered agents are how companies miss lawsuits.
3. State regulatory notices. New York requires NYSED notification of ownership or officer changes within 30 days. Several states require professional entity renewals or certificate updates. Check each.
Licensure
4. Physician owner licenses. Every state on the entity matrix. Expiration dates, CME status, any board actions. A lapsed license in a state where the PC practices is a problem for the whole structure.
5. Clinician licenses and compact privileges. Spot-check, and confirm your credentialing process tracks renewals.
6. Collaborative practice agreements. Confirm they're current, signed, and that any required chart review or meeting documentation exists.
Agreements
7. Management fee review. Is the fee still fair market value for the services actually provided? Document the review and any adjustment. If you're cost-plus, true up.
8. Physician owner stipend review. Same principle. If state count or scope changed during the year, the stipend should reflect it.
9. Services actually match the MSA. Reread the services list against what the MSO does. If the MSO's role expanded (or contracted), amend.
10. BAA and subcontractor BAAs. Confirm the MSO-PC BAA is current and every vendor touching PHI on the PC's behalf has one.
Governance
11. Governance meeting minutes. Are there minutes showing the physician owner making clinical governance decisions this year? If not, hold one before year end and document it.
12. Operational audit. Run the de facto control list: who's on which payroll, who approves clinical hires, who signs payer contracts, who sets protocols. Fix any drift.
Effective dates to note for 2027
- Oregon: pre-existing MSO and professional entity arrangements must comply with SB 951 by January 1, 2029. If you have any Oregon presence formed before June 2025, 2027 is the year to plan the restructure.
- Medicaid changes: federal Medicaid work requirements and 6-month renewals for expansion adults begin January 1, 2027. For practices with heavy Medicaid volume, expect coverage churn in your patient base in the first half of the year and plan eligibility re-verification workflows.
- Transaction-review laws: several states added or expanded notice regimes in 2025 and 2026. If you're planning a raise or an acquisition in 2027, build the notice timeline into the deal calendar.
- Pending bills: New York S8442 (physician-majority governance) and similar proposals in other states. Watch for enactment and effective dates.
The 2027 calendar
Put four dates on it now: a Q1 licensure and filing check, a mid-year governance meeting, a Q3 fee and stipend review, and this checklist again in December. Structures that get reviewed quarterly don't decay.
How Foundry PC handles it
Foundry's ongoing engagement includes this year-end review for every client, with a written summary of filings, licenses, agreements, and any state changes affecting your structure. Clients receive a 2027 compliance calendar with dates pre-loaded.
Book a 20-minute call if you'd like us to run this list against your structure before the year turns.