Florida Practice Structure Guide: The Professional Association, the Clinic Act and Why Percentage Fees Are Risky

Entity and Ownership

Chapter 621 governs professional service corporations and lists physicians as a professional service. A professional corporation's shareholders may only be licensed individuals in the same service or other professional entities, shares cannot be issued or transferred to anyone else, and voting trusts are barred. Services must be rendered only through licensed members, officers, employees and agents, with clerical and technical assistants permitted. A disqualified owner must sever employment and financial interests, and the corporation cannot engage in business beyond the professional services and the investments and property the practice needs. The name must include Chartered, Professional Association or P.A. We understand the filing is made with the Department of State, and we did not find a Board of Medicine registration step.

The Corporate Practice Position

Commentators describe Florida as a state that has never adopted a corporate practice of medicine doctrine, citing Board of Medicine declaratory statements and older cases, while still restricting corporate practice of dentistry and optometry. A 2023 bill that would have created a disciplinary ground for corporate practice died in committee. The statutes still make it grounds for discipline to aid or advise an unlicensed person to practice medicine.

The Health Care Clinic Act

The Clinic Act defines a clinic as an entity where health care services are provided and which tenders charges for reimbursement. A Senate staff analysis states that the Agency for Health Care Administration reads that phrase to cover only entities that bill third-party payers, so cash-only providers are outside licensure. We found that in the staff analysis and not in a rule or court holding, and vendor commentary conflicts, so confirm it for the specific business.

The Act exempts a practice wholly owned by physicians, or by a physician and certain family members, that is directly supervised by a physician. A parallel exemption for other licensed practitioners requires one practitioner-owner to supervise the business and be legally responsible for compliance. What counts as legally responsible is before the Florida Supreme Court in State Farm v. LaRocca, argued in February 2026, and we found no decision. A licensed clinic needs a clinic director and a license for each location, and operating unlicensed is a felony. Commentary also warns that moving equity outside the physician group can end an exemption, which is another reason the ownership of the clinical entity stays with the physician.

The Management Agreement and Fees

Section 458.331 makes it grounds for discipline to pay or receive a commission, bonus, kickback, rebate or any split-fee arrangement for patients referred to health care providers, and the patient brokering statute treats a split-fee in return for a referral as a felony. Two decisions are central. The Board of Medicine's Bakarania declaratory statement, affirmed on appeal in 1999, said a reasonable flat fee for management services is allowable but a percentage of revenue generated by the services and practice enhancement is not. In Gold, Vann & White v. Friedenstab (Fla. 4th DCA 2002), a percentage-of-revenue management agreement was held to be an indirect referral fee violating those statutes. We relied on secondary summaries of both and did not read the opinions.

One summary describes a later Board statement allowing a capped percentage fee for services unrelated to practice enhancement or referrals, which we could not verify. The takeaway is consistent: in Florida a fixed fee tied to identified services is the safe design.

Med Spa and Aesthetic Rules

Florida has no med spa license. Medical assistants may work under the direct supervision and responsibility of a physician. The Board of Nursing has issued declaratory statements finding that a petitioning nurse may perform cosmetic toxin and filler injections when a physician has examined, ordered and delegated, but declaratory statements bind only the petitioner. A 2026 bill to license med spas that handle prescription drugs died in committee in March, and the Board of Medicine declined in 2025 to write a medical director rule, according to secondary sources.

Non-Competes

The 2025 CHOICE Act excludes health care practitioners from its covered employees, so clinicians remain under the general non-compete statute, while non-clinical staff of a management company may be covered.

How We Structure It

As a rule we set up a professional association owned by the licensed physician, with no exceptions for what looks like a more flexible state. Patients pay the physician-owned practice. The practice pays the management company a fixed monthly fee under a written management services agreement. The management company pays MedGrid a fixed monthly retainer for consulting. The MSO never practices medicine, and the physician makes every clinical decision. In Florida the management fee is a fixed monthly amount for defined services, the clinical entity stays wholly physician-owned, and we confirm early whether the business bills any third-party payer.

Disclaimer

This article is general educational information, not legal advice. Entity and corporate practice rules change, and parts of this summary rest on secondary sources, so have health care counsel in the state confirm the structure before you form or sign anything.