Pulley vs. Carta for MedSpa and Outpatient Clinic Equity

• Confirm your state's corporate-practice-of-medicine rules and how they apply to the specific clinical services you offer (medical aesthetics rules vary more by state than general medical practice).
• Separate the MSO-level equity conversation from the clinical entity's ownership, which usually has to stay with a licensed provider.
• Decide whether a medical director's compensation, which many states require for certain procedures, is being confused with an equity grant. They're not the same thing.
• Put any rollover equity from a founding physician selling into the MSO in writing, with a clear vesting schedule.
• Confirm with counsel whether any planned equity structure triggers fee-splitting or corporate-practice concerns specific to your state.

Many states require a licensed medical director to supervise certain procedures, and that role usually comes with a required fee, separate from any equity stake. Some practices blur the two, implicitly treating the medical director fee as if it includes an ownership interest. Keep them documented separately: one is a compliance-driven compensation arrangement, the other, if it exists at all, is a distinct equity grant with its own agreement.

This distinction also protects the practice if the medical director role changes hands. A departing medical director's fee, where your state requires one, generally transfers to whoever takes over the supervisory duties; their equity, if they had any, is a separate matter with its own vesting and buyback terms that don't automatically follow the role.

When a founding physician sells their practice into the MSO, the deal usually splits into cash plus MSO-level rollover equity, similar in structure to a dental DSO deal. Write down, before closing, what happens to that rollover stake if the physician's own clinic underperforms after the sale, or if they leave clinical practice while keeping their equity, so both sides know the answer before it becomes a live dispute.

Corporate-practice-of-medicine enforcement and the specific rules around medical aesthetics ownership also vary meaningfully by state, and a rollover structure that works cleanly in one state can raise real questions in another. A multi-state medspa group needs counsel to confirm the ownership structure works in every state it operates in, not just the state where the MSO was originally formed.

Pulley fits an MSO with a small ownership group, maybe founders plus one or two rollover physicians, that wants a clean cap table set up quickly before adding more locations or providers.

Carta fits an MSO that's raised outside capital to fund clinic acquisitions, is issuing rollover equity to multiple founding physicians across locations, or needs investor-grade reporting on a regular schedule.

A two-location group can track equity manually for a while. Once you're past three or four locations, each potentially with its own physician-owner and management services agreement, manual tracking starts producing errors that are expensive to unwind, since they touch both compliance and financial reporting at once. Move to a dedicated platform before that complexity outpaces your process, not after a mistake surfaces during an audit or a diligence process.

Some states now permit a nurse practitioner or physician assistant to hold the clinical entity under expanded scope-of-practice rules, which is a meaningfully different ownership picture than a group built entirely around physician-owned entities. If your group operates across states with different rules on this, keep a clear, state-by-state map of who's legally permitted to hold each clinical entity, and update it whenever you expand into a new state rather than assuming the prior state's structure transfers directly.

A medspa's client relationships are often tied closely to a specific injector or aesthetic provider, which makes a written non-solicit and non-compete, reviewed for enforceability in each state you operate in, just as important as the equity vesting schedule itself. A phantom equity plan discourages an early exit financially, but it doesn't stop a departing provider from taking clients with them unless the restrictive covenants are actually enforceable where that provider practices.