How it works

How friendly PC owner matching works.

$3,000/mo matching · $15,000 formation

Timed steps from the first call to a physician-owned PC, plus the MSA, operating agreement, stock restrictions, and the failure modes that show up in diligence.

Book a Call

By Matthew Milford, Founder, Foundry PC · Last reviewed 5 September 2026

Independent healthcare counsel customizes and signs off on documents. Foundry PC is not a law firm. General information only, not legal advice.

Timed steps
MSA deep dive
Operating agreement
Stock restrictions and succession
Failure modes
FAQ

Timed steps

Day 0 · ~20 min

Scope. Share the states you operate, specialty, and whether you need a single-state owner or a 50-state licensed physician. We do not assume a rented national PC already exists.

Hours 0-24

Match. Foundry introduces a vetted licensed physician for the Professional Corporation. Matching is $3,000 per month. License history and role fit are reviewed before the introduction.

Days 1-3

Structure. Optional MSO-PC formation ($15,000 one-time): PC + MSO, MSA, transfer restrictions, succession. Independent healthcare counsel customizes the papers. New York often takes longer (NYSED).

Week 1+

Formalities. Separate EIN and bank for the PC. Run the MSA as written. Add states honestly as you expand. See the MSO-PC structure & setup guide.

Days 1-3 · MSA

Execute the MSA at fair market value. Define non-clinical services. Prefer a fixed FMV admin fee or documented cost-plus. Avoid a percentage of clinical collections. See CPOM compliance fee patterns.

Days 1-3 · Governance

Lock the operating agreement and stock restrictions. Licensed professionals own the equity that matters. Successor-physician terms move ownership if the owner exits.

Week 1 · Formalities

Separate EIN and bank. Clinical revenue lands in the PC. The MSO invoices under the MSA. One bank account is a diligence fail.

Ongoing

Maintain. Successor plan if the owner exits. Watch strict-state updates , especially California SB 351 and Oregon SB 951.

Management services agreement (MSA)

The MSA is the commercial contract between the physician-owned PC and the MSO. It should:

Define non-clinical services. Technology, billing support, marketing, facilities, and non-clinical HR. Not diagnosis, prescribing, or privileging.

Price at fair market value. A supportable admin fee. Percentage-of-collections “management fees” are the fee-splitting pattern buyers and boards flag first. See the CPOM compliance fee-risk table.

Reserve clinical control to the PC. The MSO does not veto clinical hiring, coding standards, or medical judgment. California SB 351 targets PE/hedge-fund interference with that judgment.

Allow clean termination. Termination that lets the MSO instantly replace the physician owner for “any reason” is the clause California’s 2026 enforcement conversation has focused on. Counsel should draft this for your facts.

Operating agreement (and PC bylaws)

Whether the clinical entity is a PC (bylaws + shareholders’ agreement) or a PLLC (operating agreement), the governance file has to match the CPOM story:

Licensed professionals own the equity that matters. Clinical authority , protocols, quality, clinician discipline for professional reasons , sits with the physician owner, not the MSO’s board. Side letters, pledges, and option arrangements that transfer that control to the MSO are how “friendly” becomes “nominal.”

Investor rights (preferred stock, vetoes, drag-alongs) belong on the MSO, not as back-door control of the PC.

Stock restrictions and succession

Stock-transfer restriction agreements (STRAs) and successor-physician terms exist so the PC does not die when one doctor leaves. The usual idea: the departing owner must transfer shares to another licensed physician; the MSO cannot become the owner.

Oregon caution. SB 951 (ORS 58.375 / 58.376 themes) restricts overlapping MSO/PC ownership and narrows some continuity tools, including aggressive share-transfer arrangements. New Oregon arrangements face a 2026 timeline; older ones a later 2029 deadline. Read Oregon CPOM / SB 951 and confirm with counsel. Foundry does not treat Oregon as a template state.

Compensation for the ownership role is typically a fixed, fair-market-value stipend , not a cut of referrals or volume.

Failure modes

Nominal owner. The physician never sees protocols, cannot fire a clinician for quality, and signs whatever the MSO sends. Diligence treats this as lay practice of medicine.

Fee-split MSA. “Management fee” equals a share of clinical collections with no FMV support. Looks like prohibited fee-splitting in many states.

Role mash-up. Calling someone a medical director or collaborating physician and assuming that satisfies PC ownership. Those are different jobs. See physician PC owner.

Plug-in Super PC. Renting a shared 50-state professional corporation you do not control. Foundry does not sell that. See why not a Super PC.

Oregon overlap. Same people owning or directing both the MSO and the Oregon professional entity in ways SB 951 restricts.

California control rights. MSO or PE rights to replace the physician, set coding, or lock noncompetes that SB 351 / AB 1415 put in the spotlight.

One EIN, one bank. Commingled cash is how “two entities on paper” fails the first bank-statement request.

FAQ

How fast is friendly PC owner matching?

Typical introductions begin within 24 hours of a scoped call. Formation, when purchased, is usually 1 to 3 days after states, model, and match are scoped.

What does the MSA do?

It pays the MSO fair market value for non-clinical services and keeps clinical control in the physician-owned PC.

What happens if the physician leaves?

Stock-transfer restrictions and succession terms move ownership to another licensed physician. Oregon SB 951 narrows some tools , confirm Oregon facts with counsel.

How much does matching cost?

Friendly PC owner matching is $3,000 per month. MSO-PC formation is $15,000 one-time.

Ready to meet a PC owner?

Book a free 20-minute call. We will assess your structure and introduce the right physician for your states.