Maine Practice Structure Guide: The Professional Service Corporation, the 2026 Med Spa Rule and the Transaction Review Law Starting 2027

Entity and Ownership

Maine's Professional Service Corporation Act covers physicians and surgeons, osteopathic physicians and physician associates, and says a qualified person performing such a service who wishes to form a corporation shall incorporate as a professional corporation. Articles are filed with the Secretary of State and must state the corporation is a professional corporation and its purpose. Shares may be held only by qualified persons, including licensed individuals, qualifying general partnerships, professional corporations and professional LLCs or LLPs for the same service, and entities authorized to provide the same service, and unlawful shares are void. Transfers, votes and proxies are limited to qualified persons. At least a majority of directors and all officers except the clerk, secretary and treasurer must be qualified. The corporation renders services only through licensed individuals and may not engage in business beyond its articles and reasonably related services. The name must include chartered, professional corporation, professional association or service corporation or P.C., P.A. or S.C. Maine is the only state in this batch where licensed professional entities can hold shares.

The Corporate Practice Position

We found no corporate practice statute or case. A 1977 Attorney General opinion, seen only in a search excerpt, reportedly concluded a nonprofit corporation may hire physicians and a for-profit physician group must use the Professional Service Corporation Act, and it refers to a repealed statute, so we treat it as historical. A vendor guide cites a 1992 Board opinion we could not find. The discipline statute covers aiding or abetting practice by an unlicensed individual and false advertising, and Maine's medical board chapter is marked repealed January 1, 2027 with replacement text we did not retrieve. The Chapter 15 rule says a physician, physician assistant or APRN may be an owner, co-owner, investor, associate or medical director of a medical spa but that is insufficient to establish a valid licensee-patient relationship, and it does not mention non-licensee owners. LD 2199, which would have barred anyone from interfering with licensed professionals' clinical decisions, was voted ought not to pass in March 2026.

The Management Agreement and Fees

We found no general physician fee-splitting ground, only a laboratory rebate ban, and no authority on percentage fees. A non-compete law signed April 15, 2026 bars requiring or permitting a health care practitioner employed by an entity in which they have no ownership interest from signing a non-compete, requires any enforceable covenant to recognize the patient's right to choose and removes the general waiting-period carve-out. A physician-owner of the practice is unaffected, but a non-owner physician employed by the practice or an MSO cannot be required to sign one, and we did not confirm the effective date.

The 2026 transaction law, effective January 1, 2027, defines a material change transaction as acquisition of a majority interest or operational control of a health care entity by a private equity company, hedge fund or management services organization, with a 180-day notice to the Department of Health and Human Services, a decision within 60 days and a $10,000 a day penalty. The MSO definition covers organizations owned or controlled by a private equity company or hedge fund, so a physician-owned MSO with no such owner is outside it. The private equity definition is broad enough that an MSO funded by outside investors could arguably be captured, which is our inference. A separate ownership reporting duty is due by July 1, 2027, with an exemption for an independent provider organization with six or fewer providers and no ownership or control entities, and whether a practice served by an MSO counts as having one is unclear.

Med Spa and IV Rules

Chapter 15, a joint rule of the Boards of Medicine, Osteopathic Licensure and Nursing effective July 14, 2026, covers medical aesthetic businesses, including neurotoxin, dermal fillers, laser treatments and medical weight loss, and IV therapy businesses. Only a physician, physician assistant or APRN may evaluate, diagnose and prescribe, and that cannot be delegated to a person without prescriptive authority. A static online questionnaire is not an acceptable clinical interview, though telehealth can meet the standard if sufficient. Under no circumstances may a licensee delegate to unlicensed personnel the examination, nursing assessment, diagnosis, prescription or administration of medications at these businesses. Standing orders for individualized assessment are unprofessional conduct, IV mixing must be done by a licensed physician and not from a patient menu, and prescribers must document the basis for prescribing a drug in an FDA shortage for elective use. A petition for reconsideration was reported in August 2026, and we found no ruling.

How We Structure It

As a rule we set up a professional service corporation 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 Maine the physician-owned practice stays outside the private equity definitions, nothing is delegated to unlicensed staff and the practice's own clinicians sign no non-competes unless they are owners.

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.