A med spa that practices medicine needs a physician-owned PC
Injectables, devices, IVs, and prescriptions are not a retail brand. The Professional Corporation owns that clinical work. The MSO owns the studio, the ads, and the front desk.
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Med spa MSO-PC means two companies when the menu includes medicine. A licensed physician owns the Professional Corporation. That PC holds clinical protocols, the clinician relationship for the practice, and the claim TIN if you bill. A separate Management Services Organization runs the brand, bookings, marketing, and non-clinical staff under a written management services agreement at fair market value. Foundry forms that structure for $15,000 one-time and matches a friendly PC owner for $3,000/mo. A medical director contract is not that ownership. Foundry does not rent a Super PC and does not drop aesthetics founders into a plug-in 50-state PC network.
Below is how a med spa or aesthetics studio sets up the two entities. When you are ready to file, follow the steps in MSO-PC formation. Check each patient state on the CPOM 50-state guide, and run the operating test (funds flow, fee, de facto control) on CPOM compliance. If your model is virtual-only with no studio, start with the telehealth hub. General information only, not legal advice. Foundry is not a law firm.
Why CPOM shows up in an aesthetics studio
A med spa often starts as a brand: a room, a booking link, a photographer, and a menu. The menu is where corporate practice of medicine starts. Neuromodulator injections, filler, energy devices used for a medical purpose, IV nutrient therapy, and weight-loss or hormone prescribing are the practice of medicine or another licensed profession in the state where the patient is sitting. Facials and retail skin care may sit outside that line. Buyers do not underwrite the facial. They underwrite the injection.
CPOM, and the professional-corporation statutes that do the same job in states without a California-style ban, ask who owns that clinical work. A founder LLC that "has a medical director" still looks like a lay company practicing medicine if the LLC employs the injectors, owns the charts, and deposits the clinical card payments. The fix is a split, not a new title on the same LLC.
The split is local. A studio in Jackson answers Mississippi. A studio in Billings answers Montana. A studio in Fargo answers North Dakota. A second location is a second state file. Read Mississippi (Board Policy 3.02 and Miss. Code § 79-10-31), Montana (MCA 35-4-301 and 37-3-301), and North Dakota (N.D.C.C. §§ 10-31-07 and 43-17-02.3) before you copy a California template into those rooms, or a "flexible state" template into California. If any patient is in Utah, Utah needs a domestic professional entity. See Utah CPOM. Foundry does not paper over Utah with a shared national shell.
Medical director, PC owner, and the person who supervises
Aesthetics decks collapse three jobs. They are different contracts, and only one of them owns the practice.
| Role | What it covers in a med spa | Does it own the PC? |
|---|---|---|
| Physician PC owner | Holds the Professional Corporation that practices. Charts, protocols, and the claim TIN sit here | Yes. Matching is $3,000/mo |
| Medical director | Quality review, device privileges, and the clinical standard the studio advertises | No. A title on the MSO is not the shareholder ledger |
| Collaborating physician | NP or PA supervision where that patient's state requires a collaboration or supervision agreement | No. Supervision is not ownership |
You may need all three. A physician can hold more than one of them only when the contracts and the state actually allow it. Do not rename a medical-director agreement and call it ownership. Do not pay one person for "medical direction" and assume the injector's supervision file is done. Budget the ownership role separately. Foundry's published price for the friendly PC owner is $3,000/mo. That fee is matching for ownership of your PC.
Delegation and supervision follow the patient's state
Who may inject, who may fire a laser, and who may start an IV is a board and statute question in the patient's state. Some states let a physician delegate to a nurse or PA under a written protocol. Some require the physician to be on site for named procedures. Some treat the device itself as the practice of medicine. Those rules change, and they are not uniform, so confirm the current rule with the board in each patient state.
The entity point is stable even when the delegation rule is not. The protocol, the device privilege list, and the collaboration agreement live in the physician-owned PC's file. The MSO can schedule rooms and buy supplies. The MSO does not decide that an unlicensed employee may perform a medical procedure because Friday is booked. If a buyer samples one chart, they want to see the PC's protocol, the license of the person who touched the patient, and a physician who actually owns the practice. That is the same operating test as CPOM compliance, applied to a treatment room instead of a video visit.
How the two entities get set up
Scope comes before filings. Write the clinical menu (what is medicine, what is retail) and the patient-state list (every studio, and any virtual follow-up). Then match the physician who will own the PC. Then form.
| Piece | Who holds it | Med spa fail signal |
|---|---|---|
| Injection and device protocols, prescribing judgment, chart ownership | Physician-owned PC | Brand manager editing the protocol to sell a package |
| Claim TIN and group NPI, if you bill | Physician-owned PC | Studio LLC TIN on a clinical claim |
| Brand, ads, front desk, lease admin, retail product | MSO | Investor equity stuffed into the professional corporation |
| Management fee | Written MSA at fair market value | Percentage of injectable collections |
Clinical card payments and insurance money land in the PC. The MSO invoices the PC for defined non-clinical services: space admin, marketing, software, non-clinical staff. Separate EINs, banks, and books. If the only account that ever sees an injection payment is the brand company's account, the structure is a story. Retail product that is truly not a professional service can sit with the MSO. Do not use the retail shelf as a reason to run the injector payroll through the MSO.
Formation is scoped to the states you actually treat. When the footprint is wide, Foundry matches a 50-state licensed physician as the owner of your PC. That is a person on your cap table, not a rented national clinic. Read why Foundry does not sell a Super PC before you sign a "plug your med spa into our PC" order form.
Timeline
The formation clock is the same shape as Foundry's other MSO-PC work. Typical timing is 1 to 3 days after three inputs are scoped: the patient states, the clinical menu, and the physician match. Counsel you engage signs the legal documents. Board filings, device registrations, and payer enrollment run on those agencies' clocks, not on the formation clock. A studio that still needs a supervising-physician agreement in two states should budget that paper beside formation, not instead of it.
- List studios and any virtual follow-up states. Open each one on the CPOM 50-state guide.
- Mark which services are medicine. That list drives the PC, the protocols, and who may be delegated to.
- Match the physician PC owner ($3,000/mo) when you need that role.
- Form the PC and the MSO ($15,000) and sign an FMV MSA. Clinical money lands in the PC.
- File whatever that state's professional-entity and medical board actually require before the first patient. Examples: Montana's article filing with the licensing authority, North Dakota's regulating-board certificate before shares issue.
Pricing
MSO-PC formation
$15,000One-time. Scoped to the states you treat. Independent healthcare counsel customizes the documents. Not a rented national shell.
Friendly PC owner
$3,000/moLicensed physician ownership of the Professional Corporation when you need that role.
Foundry PC is not a law firm. Start from MSO-PC formation or book a call.
What aesthetics founders need on the cap table
- Put the injection, device, IV, and prescribing work in the physician-owned PC. Leave retail and the brand in the MSO.
- Keep a medical director agreement, a collaboration agreement, and the stock ledger as three files.
- Pay the MSO fair market value. Keep a percentage of professional collections off the MSA.
- Do not rent a plug-in 50-state PC for a multi-studio rollout. Match a physician for your entity.
- If Utah is on the map, form a domestic Utah professional entity. Do not assume another state's PC covers those patients.
- Read the patient states before you freeze the menu. Mississippi, Montana, and North Dakota are not "no CPOM" rooms.
Med spa MSO-PC FAQ
Why does CPOM matter for a med spa?
Because the medical menu is the practice of medicine in the patient's state. Ownership of that practice is a CPOM and professional-entity question. The brand LLC can own the studio operations. It does not own the practice by putting "med spa" on the door. Map the studios on the CPOM 50-state guide.
Is a medical director the same as a PC owner for a med spa?
No. Direction is quality and protocol oversight. Ownership is the Professional Corporation. Compare physician PC owner and collaborating physician. Foundry matches the owner for $3,000/mo.
Can the MSO own the med spa's professional corporation?
No. Lay equity stays in the MSO. The PC is owned by the licensed physician. The MSO is paid under the MSA for non-clinical work. See MSO-PC formation.
How do delegation and supervision work in a med spa?
They are state-specific papers: who may perform which procedure, under whose protocol, with what on-site rule. Those papers sit with the PC. They do not replace the shareholder. Confirm the current rule with the board in each patient state, then run the operating test on CPOM compliance.
How much does Foundry charge, and how long does formation take?
MSO-PC formation is $15,000 one-time. A friendly PC owner is $3,000/mo. Typical timing is 1 to 3 days after the states, the clinical menu, and the physician match are scoped. Board and payer clocks are separate. Foundry is not a law firm.
Does a flexible CPOM state let a med spa skip the physician PC?
No. A Limited or Nuanced label is not a waiver. Read Mississippi, Montana, and North Dakota if those patients are in the footprint. Utah patients need a domestic professional entity. See Utah CPOM. Virtual follow-up that is really telehealth also belongs on the telehealth hub.