From Nurse to Medspa Owner and the Inactive MSO PC Structure
November 10th, 2025
Written by Marc, Your Chief Bookkeeping Officer
Some of the most successful medspa operators are not doctors. They are nurses who understand patient care, office flow, and what a well-run practice looks like. The client in this story was exactly that. After years in dermatology, she had the experience, the drive, and the vision to build her own medspa.
Like many new operators, she went to every seminar in town. If you have ever attended one, you know the format. They explain the MSO and PC structure, the Management Services Agreement drafted by a contract attorney, and the importance of a good EMR system to keep the clinical side compliant. It all sounds turnkey. What most seminars do not explain is why the MSO exists in the first place or how to make it successful. They teach structure, but they cannot teach the discipline that comes after the doors open.
The MSO is not only a protective layer for the medical corporation. It is the owner’s business. It is where equity lives and grows. It is what allows a non-physician entrepreneur to build something that can be sold, scaled, or invested in later.
She followed every step by the book. She formed two entities, had an attorney draft the MSA, and planned her growth strategy. But once the medspa opened, cash flow took over. The PC collected all the patient revenue, and because that checking account carried the highest balance, everything began flowing from it. In a busy practice where the owner is doing everything, convenience can quietly override intention.
What We Found
When we reviewed her books, the pattern was familiar. The MSO had one checking account with a small balance. No payroll, no assets, no vendor activity. It was receiving a monthly management fee, but those payments were not tied to real costs or reimbursements outlined in the MSA.
Meanwhile, the PC was doing everything. It was paying the clinical providers, administrative staff, rent, utilities, marketing, insurance, and all medical supplies. It was efficient on the surface, but almost none of it matched the MSA. Under most agreements, the MSO should be responsible for those non-clinical expenses and staff.
We also found that the medical director’s fee was being paid out of the PC, which he owned. He was not on payroll, and the PC was an S-Corp, so he became a candidate for multiple forms of tax reporting. That setup created complications for both compliance and proper financial presentation.
With every dollar flowing through the PC, the MSO never built activity, assets, or equity. It looked compliant on paper but was hollow in practice. And the person losing the most was the operator, because the business she actually owned was not gaining value.
Why It Happens
This problem shows up in nearly every new medspa for the same reason. The PC receives the patient payments, so when bills come due, that is where the money sits. The owner promises to fix it later, but once the habit forms, it becomes the default. Over time, the MSO becomes a shell that exists on paper but not in reality.
The cost is not usually about compliance. It is the lost opportunity to build a real business asset. Every month the MSO sits idle is another month the operator is not building equity in the entity that belongs to them.
The Turnaround
When she partnered with us, we did not rebuild the structure. We activated it.
All administrative and operational functions began moving to the MSO where they belonged. Payroll, rent, marketing, insurance, vendor accounts, and supplies were assigned properly. The MSO began running its own payroll and paying for the lease after it was reassigned.
The PC focused strictly on clinical activity. Provider compensation, patient revenue, and medical staff were handled there.
The MSO started issuing real invoices to the PC with line-item detail. These invoices reflected actual costs plus the percentage-based management fee. We aligned the invoicing schedule with the PC’s revenue timing, which kept both entities stable.
Within a few months, everything found its rhythm. The operator no longer saw one big blurry checking account. She saw two companies working together, each with a clear purpose.
What Changed
The difference was dramatic. The PC’s books showed clinical performance. The MSO’s books showed business operations. That separation created clarity and opened new opportunities.
The MSO now had its own financial statements and equity account, which allowed it to begin building business credit and apply for equipment or working-capital financing. For a medspa with seasonal revenue swings, that ability matters.
The medical director immediately noticed the shift. The structure was being taken seriously, and the transparency strengthened the relationship between the entrepreneur and the physician whose license the business relied on. Detailed invoices eliminated confusion and built trust.
The corrections also simplified the director’s tax reporting. Instead of a mix of payroll, owner draws, and multiple 1099 forms, he received clean income reporting from the correct entity. His accountant benefitted too.
One of the most important benefits was independence. With a functioning MSO, the operator’s business value no longer depended on any single doctor. If the medical director stepped away, the structure would remain intact. Her ownership and equity stayed secure.
The truth is simple. MSOs do not fail because they are flawed. They stall because the discipline to run them fades. But when the structure is followed, it becomes powerful.
The medical director benefits from cleaner reporting and reduced liability. The operator gains stability, continuity, and a business that can operate long-term. The MSO runs payroll, pays the lease, manages vendors, and invoices the PC as intended. Director transitions become easier. The enterprise becomes more durable.
A properly functioning MSO is not just compliance. It is control. It gives the business the ability to scale, to borrow, to add partners, or even to sell. And every month of disciplined bookkeeping builds real, measurable equity.
This is how structure becomes value. When cash flow matches intent and the books reflect the agreements, the business becomes something that can grow and last.
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