The Healthcare Business Structure Most Entrepreneurs Get Wrong

The Co-Founder MSO Model and the Truth About Management Fees

In part three of our MSO/MSA series, healthcare attorneys Cesar J. Lopez and Cindy Peters break down the third and most complex ownership structure: the co-founder model. Unlike the friendly physician setup or the joint MSO ownership model covered in earlier episodes, this version has the physician and the entrepreneur running two fully separate entities, a PLLC and an MSO, that partner together operationally without merging ownership. Cesar and Cindy use a real world infusion center example to show how a physician can act as an active clinical and strategic partner (not just a passive medical director) while staying compliant with corporate practice of medicine rules. They also dig into why the management fee is the single most important piece of any MSO/MSA agreement, covering fair market value, commercial reasonableness, and the fee splitting and anti kickback issues that can turn a smart business structure into a legal liability. If you're a physician or entrepreneur building a medical spa, wellness clinic, or healthcare business and trying to figure out how to structure ownership the right way, this episode is required listening. Catch part four next, where Cesar and Cindy go deeper into the cost plus model and how to calculate a truly compliant management fee.

Episode 3: Navigating MSO/MSA Structures in Healthcare — Part Two

Cesar J. Lopez and Cindy Peters continue their deep dive into Management Services Organization (MSO) and Management Services Agreement (MSA) structures for medical practices in Texas. Building on the overview from part one, they unpack just how complex these arrangements can get, from bare-bones agreements between longtime business partners to dense, forty-page contracts built for outside investors. The conversation walks through the "friendly physician" medical director model, where a business owner funds and runs the practice while contracting with a physician to satisfy corporate practice of medicine requirements, and contrasts it with a joint venture model where the physician also holds equity and shares in both clinical income and MSO distributions. Along the way, Cindy shares her whiteboarding approach to mapping out entity structures, staffing, leases, and cash flow, while both hosts stress the importance of working with a knowledgeable healthcare attorney to stay compliant with fraud and abuse laws. The episode closes with a teaser for a third arrangement type to be covered in part three.

The Healthcare Business Structure Most Entrepreneurs Get Wrong

Many healthcare entrepreneurs understand how to build a business, but far fewer understand the legal framework required to operate one compliantly. In this episode of Healthcare Business Impact, healthcare attorneys Cesar Lopez and Cindy Peters break down the difference between Management Services Organizations (MSOs) and Management Services Agreements (MSAs), and why these structures play a critical role in healthcare businesses across Texas. Whether you're launching a med spa, wellness clinic, IV hydration business, dental practice, or traditional medical practice, understanding how to navigate Corporate Practice of Medicine (CPOM) restrictions is essential. Cesar and Cindy explain how MSOs and MSAs work together, what responsibilities belong to the clinical side versus the business side, and the common mistakes entrepreneurs make when setting up these arrangements. They also discuss ownership considerations, management fees, branding, medical records, compliance risks, and why every healthcare business structure should be tailored to its specific goals and circumstances. If you're a physician, healthcare entrepreneur, investor, or practice owner, this episode provides practical insights into one of the most important legal foundations of a successful healthcare business. Topics covered: • What an MSO is and how it functions • The difference between an MSO and an MSA • How healthcare businesses comply with Corporate Practice of Medicine rules • Common legal and operational pitfalls • Ownership of brands, websites, equipment, and assets • Management fees and compliance considerations • Why healthcare business structures are never one-size-fits-all Disclaimer: This podcast is for educational purposes only and does not constitute legal advice.

Building your Practice the Right Way — What the Regulations Actually Require

In this first episode, healthcare attorneys Cesar Lopez and Cindy Peters break down what CPOM actually is, why Texas enforces it so strictly, and what happens when you get it wrong. Spoiler: it's not always obvious you got it wrong until an audit, a complaint, or a board investigation shows up at your door. They walk through real examples — from med spas and wellness clinics to franchise agreements signed without reading page 30 — and explain the right way to structure a healthcare business so a non-physician and a physician can actually work together legally. That means understanding PLLCs, MSOs, management service agreements, delegation agreements, and why all of it matters more than most people realize. If you've already opened a practice, this episode is worth a listen. If you're about to — it might be the most important 50 minutes you spend before you do.