The complete agreement stack (checklist)

Every document an MSO-PC group should hold, with who the parties are, what it does, how often it needs review, and who drafts it. Use it as a completeness check and as a diligence preparation list.

The core five

Required for any MSO-PC structure. See Step 5: Sign the agreement stack.

Document	Parties	Purpose	Refresh	Drafted by
Management services agreement	MSO ↔ each PC	Defines services, fee, and the clinical carve-out	Annually, and on any state law change	Healthcare regulatory counsel
Stock transfer restriction agreement	PC, its owner, and typically the MSO	Pre-wires succession on death, disability, license loss, exclusion, or departure	Annually, heavily targeted by current legislation	Healthcare regulatory counsel
Clinician employment agreements	PC ↔ each clinician	Compensation, duties, malpractice, restrictive covenants	Annually; immediately on state noncompete changes	Employment + healthcare counsel
Business associate agreement	Each PC ↔ MSO	HIPAA compliance; required content at 45 C.F.R. § 164.504(e)	Annually	Privacy counsel
IP / brand license	MSO ↔ each PC	Lets the PC operate under the MSO’s brand	On brand changes	Corporate counsel

One MSA, one transfer restriction, and one BAA per PC. Each professional entity is a separate contracting party and a separate covered entity. A ten-PC group holds ten of each.

Corporate documents

Document	Entity	Purpose	Refresh	Drafted by
Articles of incorporation / organization	Each entity	Formation	On amendment	Counsel
Bylaws or operating agreement	Each entity	Governance	On material change	Counsel
Organizational consents	Each entity	Initial authorizations	Once	Counsel
Annual consents / minutes	Each entity	Elect officers, ratify actions, evidence PC clinical governance	Annually	Internal, counsel-reviewed
Stock ledger / membership register	Each entity	Ownership record	On any transfer	Internal
Stock certificates with restrictive legend	Each PC	Enforceability against transferees	On issuance	Counsel
Spousal consent	Each PC owner, where applicable	Community property states	On marriage or transfer	Counsel

Real estate and equipment

Document	Parties	Purpose	Refresh
Lease	MSO ↔ landlord	Premises	At renewal
Sublease or occupancy arrangement	MSO ↔ PC	How the PC uses the space	Annually, FMV matters if a referral source is involved
Equipment leases	MSO ↔ vendor	Equipment	At renewal
Equipment use arrangement	MSO ↔ PC	Provided under the MSA, or separately	Annually

Space and equipment arrangements with anyone who can refer patients need to satisfy fair market value and the shape of the AKS space and equipment rental safe harbors — written, at least one year, set in advance, FMV, and not varying with referrals. See Stark and anti-kickback.

Vendor and technology

Document	Parties	Purpose	Refresh
EHR / PM agreement	MSO ↔ vendor	System licensing	At renewal; check data export rights
Clearinghouse agreement	MSO or PC ↔ clearinghouse	Claim transmission	At renewal
Subcontractor BAAs	MSO ↔ each PHI-handling vendor	HIPAA chain	Annually; on every new vendor
RCM services agreement	MSO or PC ↔ vendor	Outsourced billing	At renewal
Payroll and benefits agreements	Each employer ↔ vendor	Payroll	At renewal
Collections agency agreement + BAA	PC ↔ agency	Patient collections	Annually

Payer

Document	Parties	Purpose	Refresh
Participation agreements	Each PC ↔ each payer	Network participation and rates	Annually, review rates
Fee schedules	Attached or referenced	The real economics	Annually
EDI / ERA / EFT authorizations	Each PC ↔ each payer	Electronic plumbing	On any bank or clearinghouse change
Single-case agreements	PC ↔ payer	Out-of-network individual cases	Per case
Delegated credentialing agreements	PC ↔ payer	Where applicable at scale	Per payer terms

Financial

Document	Parties	Purpose	Refresh
Intercompany promissory notes	MSO ↔ PC	Documented loans, at AFR or above	On each new advance; amend on modification
Bank account agreements and signature cards	Each entity ↔ bank	Accounts and authority	On signer change
Credit facility documents	MSO, and sometimes PCs	Working capital	At renewal
Deposit account control agreements	Entity ↔ bank ↔ lender	Where a lender requires	Per facility
Merchant processing agreement	Each entity ↔ processor	Card acceptance	At renewal
FMV study / opinion	Third party	Supports the management fee	Annually, and before any fee change

Insurance

Policy	Held by	Notes
Professional liability (malpractice)	PC	Occurrence vs claims-made; tail responsibility must be addressed in employment agreements
General liability	MSO
Property	MSO
Cyber liability	Both	Post-2024, effectively standard
Errors and omissions	MSO
Employment practices liability	Both
Directors and officers	Both
Workers’ compensation	Both, per state

Compliance

Document	Purpose	Refresh
HIPAA policies and procedures	Privacy and security program	Annually
Security risk analysis	Required under the Security Rule	Annually and on material change
Notice of Privacy Practices	Patient-facing	On material change
Compliance program policies	Billing and coding compliance	Annually
Financial policy (patient-facing)	Payment terms; chargeback evidence	Annually
BAA inventory	Tracks the whole chain	Continuously
Exclusion screening records	OIG LEIE, SAM.gov	Monthly, documented
Training records	HIPAA and compliance	Annually

Diligence readiness

What an acquirer or investor asks for, in roughly this order. Being able to produce it quickly is worth real money. The most commonly missing items are board minutes and evidence of cash fee payment. Both are cheap to maintain contemporaneously and expensive to reconstruct. See Maintain corporate formalities.

Refresh calendar

Cadence	Documents
Monthly	Exclusion screening; management fee invoices
Quarterly	State legislation scan; access review
Annually	MSA and full stack review; FMV; security risk analysis; training; entity consents; insurance; payer rate review
On event	State law change; new state; new entity; fee change; owner change; new vendor; bank change

CPOM & Legal

Payers

Clearinghouses & Vendors

EDI & Code Sets

Banking & Payments

Glossary & Appendices

The complete agreement stack (checklist)

The core five

Corporate documents

Real estate and equipment

Vendor and technology

Payer

Financial

Insurance

Compliance

Diligence readiness

Refresh calendar

​The core five

​Corporate documents

​Real estate and equipment

​Vendor and technology

​Payer

​Financial

​Insurance

​Compliance

​Diligence readiness

​Refresh calendar

The core five

Corporate documents

Real estate and equipment

Vendor and technology

Payer

Financial

Insurance

Compliance

Diligence readiness

Refresh calendar