Hello everyone, great to be a part of this community!
My partner and I currently own a franchise called Ellie Mental Health and so far, have three clinics open here in Central NJ.
NJ is a CPOM (corporate practice of medicine) state which means my partner and I run the MSO (providing marketing, ops, HR support) and had to partner with a licensed clinic director to run/own the separate professional LLC governed by an MSA. The clinic director is currently salaried ($130k/year) with benefits and a very small revenue share of 0.5%. She oversees all three clinics. We're currently tinkering with the idea of eliminating the revenue share and offering her true equity ownership. Here are my questions/concerns.
1. How do we issue her equity ownership if she "owns" the clinical entity on paper?
2. Do we issue her phantom equity in our MSO? Any conflict of interest there since we're supposed to have clear delineation between MSO and Professional LLC?
3. We don't want to entertain profit sharing because it's yet another thing I have to track and prove accuracy over which can cause issues. I want to avoid that and also brings me back to question #2 re: conflicts of interest.
I know the most logical answer is to retain an attorney to help us but I figured I'd start here in an attempt to gain insight before dropping a few thousand dollars on an attorney and potentially get the same info. :-)
Thanks all!
PS: I'm happy to add value to this community as it relates to franchising. I'm currently a multi-unit franchise owner across two brands as well as franchise broker/consultant. If there's anything I can do to assist anyone here, I'm happy to do so!
How to structure equity ownership with clinical partner as an MSO?
by a searcher from The College of New Jersey
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