Financial Strategy for MSO/PC Models: Optimizing Healthcare Practice Structures

Management Service Organizations (MSOs) and Professional Corporations (PCs) – also known as the MSO/PC model – is a business structure that’s popular in healthcare that separates clinical and non-clinical portions of the company operations. The MSO handles non-clinical functions within this structure, while the PC provides patient care.

Some of the non-clinical functions the management services organization handles may include marketing, research and development, finance, HR, billing, IT and procurement. The PC carries out tasks, including working with insurance companies and billing.

The MSO/PC model is essentially a structure that allows for administrative support, while also allowing healthcare professionals to maintain ownership and control over their practices. It’s a model that’s become increasingly popular over the years as healthcare regulations become more stringent and there’s an increased need for financial efficiency – especially for high-net-worth individuals, who are often present in the healthcare sector. It’s also become popular as healthcare has moved to virtual formats, especially post-COVID-19.

Learn more about the MSO/PC financial structure and how Graphite Financial offers accounting, finance and strategic support around navigating this complex entity structure to ensure accurate financial data and regulatory compliance.

Understanding MSO/PC Financial Structures

MSOs manage non-clinical functions, helping to streamline operational efficiency and save practices money.

Cost savings is one of the key benefits of the MSO/PC financial structure. For instance, there are significant financial benefits of separating clinical and administrative functions, notably when it comes to optimizing resource allocation and thereby improving profit margins. There’s also less risk associated with the administrative side compared to owning and running a healthcare practice.

Key Components of MSO Financial Structures

MSOs tend to sort their capabilities into different components, including strategic and administrative services, program design and clinical guidelines, and decision support and technology enablement. Fees for such components are typically structured based on the scope of the services provided, which helps ensure fair compliance with fair market value to avoid any potential legal issues.

Furthermore, profit distribution mechanisms often involve shared savings or performance-based initiatives that align the interests of MSOs and member practices.

Advantages of PC Models in Healthcare

One of the biggest advantages of using a PC model in healthcare is that it allows physicians to maintain their physical autonomy, thereby allowing practices to make independent clinical decisions while directly benefiting from shared administrative services. There’s also flexibility in the compensation structure. This allows practices to tailor pay models that attract and retain talent, which is crucial in healthcare environments. This flexibility also ensures compliance with regulatory requirements.

Intercompany Financing in MSO Models

Intercompany financing is an important part of MSO models – and such financing is often carried out via loans, leases and service agreements, all of which can have an impact on cash flow and tax efficiency. However, it’s also imperative to maintain separate books for the MSO and PC while you create a consolidated view of overall performance.

How to Handle Intercompany Financing Between the Two Companies

How do you best handle intercompany financing between two companies? There are various best practices that you should be following as it pertains to structuring and documenting loans, setting interest rates and agreeing on repayment terms. Some of these best practices include:

• Clearly establishing loan policies
• Keeping accurate records and documentation
• Considering any tax implications
• Monitoring regulatory changes
• Having a good cash management strategy

Interest rates applied to loans must be arm’s length and reflect market conditions to avoid transfer pricing adjustments during tax audits and other regulatory issues. An arm’s length loan is priced according to the arm’s length principle, a standard that requires transactions between related parties to be priced similarly to those between unrelated parties.

Importance of Keeping Separate Books but Building a Consolidation Model

When intercompany financing, it’s important to maintain distinct financial records that also provide a unified view of overall performance. Remember, MSO and PC’s are separate entities that are working together on a joint business venture. However, each has its own distinct responsibilities. Because a PC and an MSO are separate legal entities, however, they need their own books.

So how do you create a consolidation model that represents the overall financial performance of the combined entities, even though they exist as separate entities? It all starts with establishing good financial practices from day one. Other tips include tracking revenue and expenses at the entity and location levels, ensuring attention to detail and practicing accrual-based accounting.

Optimizing Cash Flow in MSO/PC Arrangements

Some of the best ways to optimize cash flow in MSO/PC arrangements include:

• Establishing a centralized billing system to enhance collection efficiency and help reduce overhead costs.
• Balancing reinvestment in practice growth with profit distribution, which can help ensure financial stability while supporting expansion.
• Practicing accrual-based accounting, which records income when it’s earned and expenses when they’re incurred (rather than received). This is the most accurate way to measure performance and gauge the value of your assets.

Tax Considerations for Intercompany Transactions

One of the best things you can do within an MSO/PC model is double down on your documentation. You’ll need to accurately record the different transaction types to support deductions come tax time. MSOs are privy to various tax benefits, such as lower corporate tax rates.

Mitigating Financial Risk Through MSO Involvement

One of the biggest advantages for MSO models is how they can help reduce financial risk for healthcare practices. This is largely because MSOs provide administrative support, technology and expertise to help mitigate risk, while also streamlining workflow. Pooled resources and shared administrative costs can help practices better navigate uncertain times and fluctuating revenue.

Strategies for Risk Allocation in MSO Structures

Some key strategies for risk allocation in MSO structures involve clearly defining responsibilities and liabilities between the MSO and its member practices to minimize the chances of a dispute. Another tip is to implement insurance strategies that can further protect against unexpected liability, while still maintaining compliance.

Leveraging MSOs for Practice Growth and Stability

MSOs allow doctors and healthcare professionals to do what they do best – care for patients. As a result of offloading some of the core service responsibilities, practices may be more likely to grow – and thanks to the MSO model, growth is often much more manageable, considering any expansion will also have the support for core services offered by the model.

Tax Optimization Strategies for High-Net-Worth Individuals Using MSOs

MSO structures come with various tax benefits. Arguably the most significant one is how the structure can be used to shift income from high individual tax rates to lower corporate tax rates. This can add up to significant savings on excess income.

Additionally, housing assets within MSOs can be used to optimize tax deductions on related expenses.

Strategic Employment and Investment Management

If you’re employing or plan to employ family members at your healthcare practice, MSOs can be used to convert high-tax income into deductible corporate expenses. There are also benefits of managing investments through MSO structures, such as optimized tax treatment or partnership interests and any real estate investments.

Unlocking Financial Potential with MSO/PC Models

Operational efficiency. Risk mitigation. Greater financial performance.

Those are three of the key benefits that help describe the MSO/PC model in healthcare settings, and why it makes so much sense to give serious thought and consideration to these types of structures. However, it’s also important to seek professional guidance if you’re interested in this type of model rather than attempt to go at it on your own. When you seek assistance, you can ensure that the MSO/PC model is implemented correctly to meet any regulatory requirements and you’re able to truly maximize its benefits. Contact Graphite today for information about how we can assist healthcare and healthtech startups with their financial operations.

Optimize Your Startup’s Financial Strategy with Graphite

Interested in learning more about the MCO/PC model? Don’t wait any longer to optimize your medical practice’s financial strategy. Graphite can help. Our teams have deep expertise in supporting healthcare startups with MSO/PC entity structures – and you can trust us to get your healthcare practice set up correctly so that you can take full advantage of all the benefits that come with such a structure.

Contact Graphite today to learn more about MSO/PC models and how a management services agreement can benefit your healthcare practice.

FAQs

What is the main purpose of an MSO-PC structure?

The structure separates clinical and non-clinical ownership, allowing healthcare professionals to focus on patient care and medical services while the MSO handles administrative tasks. Under such a structure, there’s more efficient management of a healthcare practice, while also ensuring compliance requirements are met.

How does the IRS view MSO-PC structures for tax purposes?

The IRS permits consolidated tax returns, even though MCOs have no legal title to stock in PCs.

Can an MSO-PC structure file consolidated tax returns?

The IRS has ruled to allow for consolidated returns under the MSO-PC model, concluding that the MSO holds beneficial ownership of PC stock. However, careful analysis is a must before a decision is made to file a consolidated tax return. Determining tax ownership is complex, and it’s not always beneficial to file consolidated returns. Some states even prohibit this.

What are the key tax considerations when setting up an MSO-PC structure?

The IRS has issued various taxpayer-friendly rulings, allowing for consolidated returns under this model, even despite the MSOs not owning legal title to any stock in PCs. There are also various state-specific implications, which can complicate tax compliance, especially for healthcare startups that operate across multiple states.

How do state tax laws affect MSO-PC structures?

Tax considerations vary on a state-by-state basis for MSO-PCs, especially regarding combined reporting and how various regulations impact overall tax strategy.

What are the potential tax benefits of an MSO-PC structure?

Adding an MSO allows income received within the MSO to be taxed at a lower rate compared to conventional pass-through income.

How should management fees be structured to ensure tax compliance?

The most common management fee models in MSO-PC structures include fixed fees and percentage-based fees. Management fees are often determined by considering the fair value of the service provided and the estimated profit of the medical entity. They may be calculated via fixed fee, cost plus or as a percentage of revenue.

What documentation is crucial for tax purposes in an MSO-PC structure?

It’s important to keep a detailed paper trail with thorough documentation to ensure you’re prepared in the event of an audit and to take advantage of maximum deductions.

Are there any recent tax rulings that affect MSO-PC structures?

Recent rulings have allowed for the filing of consolidated tax returns, even with the MSO not owning the legal title to any stock in the PC.

How can Graphite help with MSO-PC tax compliance?

Graphite will ensure you receive personalized tax strategies and access to our industry experts to ensure an effective strategy that works for you, while staying in compliance with federal and state-specific regulations.