> ## Documentation Index
> Fetch the complete documentation index at: https://dso.getlemma.com/llms.txt
> Use this file to discover all available pages before exploring further.

# MSA clause anatomy

> Operator issue-spotter for dental management services agreements: clause purpose, evidence to collect, state-law variants, statutory restrictions, and negotiation questions.

Reference companion to [Draft the MSA](/guides/agreements/draft-a-management-services-agreement): use it to identify what each clause is trying to accomplish, collect the operational facts behind it, and isolate the state-law questions that justify paid legal review. Dental statutes and board rules sometimes answer ownership, control, fee, records, asset, or filing questions directly; other provisions turn on entity form, payer contracts, and the agreement stack as a whole.

Sample language is illustrative, not a template or a conclusion that the described allocation is lawful. Before signing or materially amending an MSA, test the selected language against the current law and actual operating model in every state where the agreement will be used.

## Clause index

| #  | Clause                                                  | Risk weight          |
| -- | ------------------------------------------------------- | -------------------- |
| 1  | Recitals and purpose                                    | Low                  |
| 2  | Services scope                                          | **High**, drives FMV |
| 3  | **Clinical carve-out**                                  | **Critical**         |
| 4  | **Management fee**                                      | **Critical**         |
| 5  | Records ownership                                       | **Critical**         |
| 6  | Compliance allocation                                   | High                 |
| 7  | Term                                                    | Medium               |
| 8  | **Termination**                                         | **High**             |
| 9  | Exclusivity                                             | Medium               |
| 10 | Audit and inspection                                    | Low                  |
| 11 | Indemnity and insurance                                 | Medium               |
| 12 | Security interest                                       | **High**             |
| 13 | **Transfer restriction and succession cross-reference** | **High**             |
| 14 | Assignment                                              | Medium               |
| 15 | Governing law and disputes                              | Low                  |

Three state-specific issues sit outside the clause list and are covered at the end: North Carolina's conspicuous warning block, severability's limits, and the asset and lease clauses that proprietor statutes reach.

## 1. Recitals and purpose

**Purpose:** Frames the relationship. Courts and regulators may use recitals when interpreting the agreement.

**Pattern:** Identify the exact practice entity, the licensed professionals through whom it practices, the support company, and the permitted support relationship. State which party retains each category of professional authority under the governing state rather than assuming every dentist, hygienist, assistant, record, or payer function follows one national allocation.

**Negotiation note:** Make the recitals match the actual parties and allocation of responsibilities. An inaccurate description can complicate interpretation later.

## 2. Services scope

**Purpose:** Defines what the DSO provides. The service description also informs the fair market value analysis because the valuation must address the services actually provided.

**Pattern:** A schedule may list candidate services by category: administrative and management support; personnel the DSO may lawfully employ; premises, furniture, and equipment the DSO may lawfully own or lease; information technology including PMS administration; **billing and collection support**; **payer-contracting support**; financial and accounting services; marketing; purchasing; compliance-program support; and data analytics. The verbs should identify who advises, proposes, administers, approves, decides, signs, owns, accesses, and pays.

For each service, record the source of authority, responsible personnel, approval right, data role, contracting party, cost-allocation method, and termination handoff. A label such as “support” will not cure a clause that gives the DSO a right the state reserves to a dentist or practice owner.

**Negotiation note:** A service exhibit can make amendments, valuation support, and responsibility mapping easier. In Texas, compare it with the chapter 73 registration, which requires disclosure of the business support services provided to each dentist; inconsistent descriptions are a diligence issue.<sup>1</sup>

## 3. Clinical carve-out

**Purpose:** States what the DSO may not control. Regulators focus closely on this clause, and several states have written parts of it into dental law.

**Illustrative broad carve-out:** conform the nouns, verbs, and reserved functions to the governing state and entity form.

> Notwithstanding any other provision of this Agreement, \[DSO] shall not, and shall have no authority to, control, direct, or interfere with the professional judgment of \[Practice Entity] or its licensed personnel, including with respect to: (a) diagnosis, treatment, or treatment planning; (b) whether care is necessary or advisable; (c) patient acceptance where reserved by law; (d) patient time, volume, or procedure quotas; (e) clinical-personnel hiring, supervision, evaluation, discipline, or termination to the extent reserved by law; (f) patient-record ownership, custody, control, access, or content to the extent reserved by law; (g) procedure-code selection or claim content; (h) clinical materials, equipment, supplies, or laboratories; (i) referrals; (j) clinical protocols and standards of care; and (k) treatment and refund communications with patients.

**Where the list comes from:** state statutes.<sup>2</sup>

| Source                                     | What it enumerates                                                                                                                                                                                                                                                                                                            |
| ------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
| **Kansas, K.S.A. 65-1471**                 | No agreement may give a non-dentist control over dental treatment, accepting patients, direction or delegation of professional services, ownership of dental charts and patient records, ownership of dental equipment and materials (lease and financing excepted), or supervision of clinical staff                         |
| **Washington, RCW 18.32.677**              | Ten prohibitions on nonlicensee interference with independent clinical judgment: patient-time and procedure quotas, treatment decisions, equipment use, laboratories and materials, professional training, specialist referrals, record access, refunds, advertising that would cause a violation, and patient communications |
| **Kentucky, KRS 313.075(2)**               | No unlicensed control over clinical decision making, diagnosis or treatment planning, patient records, supervision of licensed dental personnel, or the dentist's professional judgment; the dentist retains final authority for all clinical decisions                                                                       |
| **California, SB 351 (H\&S §§ 1190–1191)** | No PE or hedge-fund interference with dental judgment (diagnostics, referrals, treatment options, responsibility for care), patient volume and scheduling, patient records, competency-based hiring and firing, payer contracting, coding and billing, or equipment and supply selection                                      |

An enumerated clause can make decision rights auditable, but copying the union of several states' lists does not answer which entity may employ a role, own an asset, hold records, submit a claim, or approve a refund in the actual state. Wisconsin, for example, permits lay operational control within professional standards while separately banning patient and procedure quotas in dentist employment contracts.<sup>3</sup>

**Negotiation note:** Do not trade away authority the governing law reserves to licensees. Separately negotiate who may recommend, administer, measure, escalate, and access information so the operational boundary works in practice.

## 4. Management fee

**Purpose:** Sets what the PC pays and how the fee is calculated.

**Patterns:**

| Structure      | Language shape                                                                                                               |
| -------------- | ---------------------------------------------------------------------------------------------------------------------------- |
| **Flat**       | A stated monthly amount, with an annual review and adjustment mechanism                                                      |
| **Cost-plus**  | A defined cost base, a stated markup percentage, and a true-up mechanism with stated frequency                               |
| **Percentage** | A stated percentage of a defined revenue base; restricted for some dental arrangements and jurisdictions, as explained below |

Questions to specify include who invoices, who owes the fee, the payment account and signatories, timing, priority relative to practice obligations, deferral and true-up mechanics, disputed amounts, allocation across locations or entities, and when valuation support is refreshed. Monthly DSO invoicing, a particular account, deferral, and annual review are drafting choices, not universal legal requirements.

**Current-period percentage fees are expressly restricted in at least five jurisdictions.** Nevada bans support fees “based on a percentage or share of revenues or profits of the dental practice” by statute (NRS 631.215(2)(i)); New Jersey bans percentage-of-income fees for space, equipment, personnel, marketing, or management services by rule (N.J.A.C. 13:30-8.13); New York bans percentage-of-receipts fees for space, facilities, equipment, or personnel (8 NYCRR 29.1(b)(4)); North Carolina's Management Arrangements Rule bars compensation that foreseeably rises or falls with profitability or revenues (21 NCAC 16X .0101); and Maryland requires permitted support-services compensation to be predetermined and fixed, although it may be based on revenues or profits over a prior period of at least 12 months (Md. Code, Health Occ. § 4-103(E)(14)). The New York and California Aspen Dental settlements also addressed revenue-based fees.<sup>4</sup> Flat and cost-plus structures remain the conservative multi-state starting point, but each formula must be tested against the applicable state text.

**Negotiation note:** Cost-plus arrangements should state what the cost base includes, what it excludes, and how costs are allocated across PCs. These definitions are a common source of disputes. The agreement should also address fee deferral because annual maximums and hygiene-recall seasonality can materially affect PC cash flow.

See [Set the management fee](/guides/agreements/set-the-management-fee).

## 5. Records ownership

**Purpose:** Allocates lawful ownership, custody, control, access, retention, and delivery of patient records.

**Illustrative state-neutral pattern:**

> \[Records Holder] shall retain the ownership, custody, control, access, and patient-response authority required by applicable dental law. \[DSO] may administer records systems and access records only for the support functions authorized by this Agreement, the parties' privacy terms, and applicable law. On termination, the party controlling the system shall provide the records and associated images, attachments, metadata, and audit information in the required usable format and time. Each party may retain copies only as law requires or permits.

**The exact legal vocabulary varies by state.** Washington excludes dental records from the assets a lay entity may own (RCW 18.32.675); Kansas voids a term giving a non-dentist ownership of dental charts or patient records (K.S.A. 65-1471); Kentucky bars unlicensed control over patient records (KRS 313.075(2)); and Nevada excludes ownership of clinical records from its support-services safe harbor (NRS 631.3455).<sup>2</sup> Arizona instead requires a registered business entity to designate a records custodian and report changes.<sup>5</sup> Allocate the relationship under the governing state's ownership, custody, control, retention, transfer, closure, and patient-notice rules. DSO access must also be limited to lawful support functions under the MSA and business associate agreement.

**Negotiation note:** Specify the lawful holder or custodian, system administrator, patient-request workflow, amendment authority, retention period, closure notice, breach responsibilities, post-termination access, export format, timeframe, cost, and permitted retained copies. Test whether the receiving party can actually use the PMS export.

## 6. Compliance allocation

**Purpose:** Allocates responsibility for regulatory compliance.

**Pattern:** Allocate responsibility by act. The enrolled billing entity and rendering professionals retain the authority and accountability that payer, program, licensure, and claims law place on them. The DSO is responsible for its own people, systems, edits, submissions, access, and contracted support work. Identify who selects codes, prepares claims, approves changes, transmits, posts remittances, handles denials, refunds overpayments, answers audits, and preserves records; cross-reference the privacy agreement and payer matrix.

**Negotiation note:** State coding and claim authority explicitly without using the contract to disclaim a party's nondelegable legal responsibility. Compare the clause with actual permissions, work queues, audit logs, escalation paths, and payer enrollment. See [Run a CPOD self-audit](/guides/compliance/run-a-cpod-self-audit) and the [enforcement tracker](/reference/legal/dso-enforcement-tracker).

## 7. Term

**Pattern:** A stated initial term, any renewal mechanics, notice dates, and the consequences of expiration.

**Test the term together with the exit rights.** The OCA/OrthAlliance business-services agreements ran for terms of up to **forty years**. Applying Texas law to the agreements before it, the Fifth Circuit treated duration as one of several interlocking provisions that transferred too much operational control and held the agreements void.<sup>6</sup> A long term is not automatically unlawful, but duration, renewal, termination, account control, asset rights, debt, and transition restrictions should be evaluated together. Select a term and renewal process the services, investment, governing law, and practical exit can support.

## 8. Termination

**Pattern:** Termination for cause by either party with cure periods; termination for convenience on stated notice; and detailed consequences for records delivery, systems access, transition services, and final fee reconciliation.

**Test whether the practice has a meaningful exit.** A right that cannot be exercised because of account control, systems dependence, records access, debt, penalties, or transition restrictions can add to a control case. California's 2026 Aspen settlement restricts specified owner-replacement and ownership-forfeiture provisions in that matter.<sup>7</sup>

**Negotiation note:** Transition services on termination protect both sides. A PC suddenly without billing, scheduling, or PMS access cannot treat patients.

## 9. Exclusivity

**Pattern:** Define whether the practice must obtain covered services from the DSO, whether the DSO may serve other practices, the exceptions, performance standards, and the relationship between exclusivity and termination.

**Negotiation note:** Test exclusivity with term, exit rights, system access, records delivery, fees, and remedies. The combined effect matters more than the clause label.

## 10. Audit and inspection

**Pattern:** Each party may inspect the other's records relevant to the agreement, on reasonable notice.

**Negotiation note:** Decide what each party needs to verify, then set reciprocal or role-specific access, confidentiality, notice, frequency, cost, and dispute rules. The practice ordinarily needs enough information to verify charges and compliance; the DSO may need evidence tied to the services it performs. In Kansas, the board itself holds inspection rights over registered administrative-services contracts, so the executed contract and supporting records should be inspection-ready.<sup>1</sup>

## 11. Indemnification and insurance

**Pattern:** Map each historic and prospective risk to an insured party and policy: individual and entity professional liability, general liability, cyber, employment, crime, fiduciary, and errors and omissions as relevant. Allocate indemnity for each party's acts, legal responsibilities, and contractual breaches; specify limits, retentions, tail coverage, additional-insured status, notice, defense control, and settlement consent.

Kansas imposes a specific limit: K.S.A. 65-1471(e) bans indemnification clauses covering acts that violate the dental practices act.<sup>2</sup>

## 12. Security interest, include with care

**Purpose:** Grants the DSO a security interest in the PC's assets or receivables to secure the fee.

<Warning>
  **Do not include reflexively.** When the Fifth Circuit voided the OCA agreements, it emphasized that the orthodontists could not withdraw their own funds from the practice revenue account. A blanket security interest over receivables can create a similar concern.<sup>6</sup> If a lender requires it, structure it with healthcare finance counsel. See [Working capital and AR lending](/concepts/finance/working-capital-and-ar-lending).
</Warning>

## 13. Transfer restriction and succession cross-reference

**Pattern:** If the selected structure lawfully uses a separate transfer-restriction or succession agreement, identify it precisely and state how amendment, assignment, termination, and conflicts between documents work. Another structure may place permitted mechanics in the professional entity's governing documents or may use no such agreement. Document placement does not cure an impermissible transfer or control right.

Three dental-specific issues for the referenced document:

* **Classify the deadline before drafting to it.** A dental-practice estate exception, professional-corporation redemption period, PLLC transfer rule, name-use period, and agency closure guidance answer different questions. The form-specific periods are mapped on [DSO laws by state](/reference/legal/dso-laws-by-state).
* **Test successor eligibility and retained authority.** *Galkin v. SmileDirectClub* is an unpublished, nonprecedential New Jersey appellate decision affirming judgment on its record. Licensee-only successor eligibility and the dentist's retained safeguards supported the result, but the opinion did not approve every DSO succession agreement or bind other jurisdictions.<sup>8</sup>
* **Test who selects and removes the owner.** The 2026 California Aspen settlement restricts specified DSO replacement and forfeiture powers, and the California AG has argued in an amicus brief that even reserved replacement control can violate California's rule.<sup>7</sup> Use objective triggers only if they fit the governing state's owner-eligibility, control, valuation, notice, fiduciary, and transfer law; do not assume a closed trigger list alone makes the arrangement valid.

## 14. Assignment

**Pattern:** Whether the DSO may assign the agreement, and on what conditions.

**Negotiation note:** Assignment terms are especially important in a sale. An MSA that cannot be assigned, or that requires the PC's consent, gives the dentist-owner leverage over the DSO's exit. Address the issue when drafting the agreement instead of leaving it for the LOI.

## 15. Governing law and dispute resolution

**Pattern:** Identify governing law, forum, arbitration or court process, interim relief, confidentiality, fee shifting, and how disputes affecting patient care, records, systems, or payer operations are handled. A choice-of-law clause cannot displace the dental and regulatory law that applies where services are delivered.

## The North Carolina warning block

In North Carolina, the warning affects whether the agreement is valid. Under the current official text, a management arrangement executed on or after January 1, 2013 is **invalid** unless it carries, more conspicuously than anything else on the document, the warning:

> WARNING – YOU HAVE THE RIGHT AND ARE ENCOURAGED TO HAVE THIS CONTRACT REVIEWED BY YOUR OWN LEGAL COUNSEL PRIOR TO SIGNING

(N.C. Gen. Stat. § 90-40.2(b).) The current official statute retains the warning and invalidity consequence. The 2026 elimination of mandatory Board review (S.B. 257) removed the submission requirement; it did not remove this statutory warning.<sup>9</sup> Confirm the exact text, typography, and placement against the statute in effect on the execution date. The Board's published example can be a useful comparison, but it does not replace review of the executed arrangement and current law.

## Severability's limits

Many MSAs contain a severability clause. **Do not assume it will save a structurally unlawful arrangement.** In *In re OCA*, the Fifth Circuit refused severance because the obligations it found illegal were interlocking and central rather than incidental; *Packard* addressed resulting recovery claims.<sup>6</sup> Draft severability with the agreement's economics and transition consequences in view, but evaluate the fee, term, account control, assets, and exit rights together. The annotated cases are on [DSO & dental case law](/reference/legal/dso-case-law).

## Asset and lease clauses vs. proprietor statutes

MSAs commonly recite that the DSO owns or leases the premises and equipment the PC uses. In proprietor-clause states, those arrangements may be regulated conduct. Owning, maintaining, or operating a dental office, and in some states leasing equipment to one for compensation, is statutorily defined as practicing dentistry:

| State                   | Issue to address                                                                                                                                                                                                                                                                                                                                                                                                                   |
| ----------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
| **Colorado**            | The adopted Rule 1.7 text states that its provisions take effect January 1, 2027. Paragraph (E) bars a DSO from acting as proprietor; paragraph (F) excludes a real-property owner or lessor from proprietor status if that person does **not also** lease or provide dental material or equipment. It is not a categorical ban on a real-property-only lease<sup>10</sup>                                                         |
| **New Jersey**          | N.J.S.A. 45:6-19 makes one who leases dental equipment for compensation, or retains ownership or control of the office, a practitioner of dentistry<sup>11</sup>                                                                                                                                                                                                                                                                   |
| **Ohio**                | ORC 4715.01 reaches proprietorship including above-market equipment leases and profiting through ownership or control<sup>11</sup>                                                                                                                                                                                                                                                                                                 |
| **Missouri**            | § 332.071(10): owning, leasing, operating, or managing a dental office is practicing dentistry<sup>11</sup>                                                                                                                                                                                                                                                                                                                        |
| **Kansas / Washington** | Equipment ownership by the lay entity is channelled differently: K.S.A. 65-1471 voids non-dentist equipment-ownership terms but excepts leases and financing; RCW 18.32.675(2)(a) expressly permits lay ownership or leasehold of specified assets other than dental records. Washington's federal safe-harbor conditions apply only to the special nonprofit integrated-care personnel path in subsection (2)(b)(ii).<sup>2</sup> |

The drafting consequence: premises, dental equipment, nonclinical equipment, supplies, inventory, records, and financing should be separate line items. A combined Colorado realty-and-dental-equipment arrangement cannot rely on Rule 1.7(F)'s real-property-only lessor exclusion when the provisions become operative January 1, 2027. Check every operating state's row on [DSO laws by state](/reference/legal/dso-laws-by-state) before reusing an asset schedule.

## State-specific verification matrix

| Clause or workstream                  | Verify before using the clause                                                                                                                        | Examples of dental-specific authority                                                                                                                                                       |
| ------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
| Clinical and staffing authority       | Each reserved decision and the lawful employer or supervisor for dentists, hygienists, assistants, therapists, and other licensed or delegated roles  | Kansas control list; Maryland HO § 4-103; Washington's ten prohibitions; Kentucky KRS 313.075; California SB 351                                                                            |
| Fee                                   | Prohibited bases, referral nexus, current- versus prior-period calculation, defined services, allocation, invoicing, deferral, and valuation support  | Nevada, New Jersey, New York, North Carolina, and Maryland rules discussed above; [Nebraska's narrower referral-fee rule](https://nebraskalegislature.gov/laws/statutes.php?statute=38-179) |
| Records and data                      | Ownership, custody, control, access, patient rights, retention, closure notice, custodian filings, system export, BAA, and permitted copies           | Washington and Kansas ownership limits; Kentucky control rule; Nevada safe-harbor exclusion; Arizona custodian filing                                                                       |
| Billing and accounts                  | Enrolled billing entity, rendering provider, TIN and NPI, claim approval, bank authority, EFT routing, refunds, recoupments, and audit responsibility | Payer/program instructions plus state clinical-control and account-control authorities                                                                                                      |
| Term, exclusivity, remedies, and exit | Combined practical ability to terminate, preserve patient care, access systems and records, transition billing, and reconcile fees                    | *In re OCA* whole-agreement analysis; state contract law                                                                                                                                    |
| Assets, leases, and security          | Who may own or lease realty, dental equipment, supplies, receivables, and records; whether multiple assets change proprietor status                   | Colorado Rule 1.7(F); New Jersey, Ohio, Missouri, Kansas, and Washington authorities above                                                                                                  |
| Succession and assignment             | Eligible owner, selection authority, objective triggers, valuation, fiduciary rights, transfer deadline, MSA assignment, and payer consequences       | State dental act and chosen entity form; California settlement; unpublished *Galkin* opinion                                                                                                |
| Filing                                | The regulated person, filing trigger, locations, disclosures, amendments, renewal, and transaction deadlines                                          | Texas and Kansas DSO registration; Nevada manager registration; Arizona business-entity registration; New Mexico owner license; other entity and facility filings                           |

## Sources

1. Tex. Bus. & Com. Code ch. 73 (registration contents, including services provided to each dentist), [official statute PDF](https://statutes.capitol.texas.gov/Docs/BC/pdf/BC.73.pdf); [K.S.A. 65-1470](https://ksrevisor.gov/statutes/chapters/ch65/065_014_0070.html) (registration and board inspection of contracts).
2. [K.S.A. 65-1471](https://ksrevisor.gov/statutes/chapters/ch65/065_014_0071.html); [RCW 18.32.677](https://app.leg.wa.gov/rcw/default.aspx?cite=18.32.677) and [RCW 18.32.675](https://app.leg.wa.gov/rcw/default.aspx?cite=18.32.675); [KRS 313.075](https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=56883); Cal. S.B. 351 (2025), H\&S §§ 1190–1191, [official bill text](https://leginfo.legislature.ca.gov/faces/billTextClient.xhtml?bill_id=202520260SB351); NRS 631.3455, [official NRS ch. 631](https://www.leg.state.nv.us/NRS/NRS-631.html). Effective dates and detail: [dental legislation tracker](/reference/legal/dental-legislation-tracker).
3. Wis. Stat. § 447.06(1g), [ch. 447](https://docs.legis.wisconsin.gov/statutes/statutes/447.pdf).
4. [NRS 631.215(2)(i)](https://www.leg.state.nv.us/nrs/nrs-631.html#NRS631Sec215); N.J.A.C. 13:30-8.13; 8 NYCRR 29.1(b)(4); 21 NCAC 16X .0101; [Md. Code, Health Occ. § 4-103(E)](https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gho\&section=4-103) (rule pinpoints per [DSO laws by state](/reference/legal/dso-laws-by-state)); NY AG, [Aspen Dental settlement](https://ag.ny.gov/press-release/2015/ag-schneiderman-announces-settlement-aspen-dental-management-bars-company-making) (June 2015); California AG, [Aspen Dental settlement](https://oag.ca.gov/news/press-releases/attorney-general-bonta-announces-settlement-aspen-dental-over-corporate-practice) (May 2026).
5. A.R.S. [§ 32-1213](https://www.azleg.gov/ars/32/01213.htm), as amended by S.B. 1226, [Laws 2023, ch. 118](https://www.azleg.gov/legtext/56leg/1r/laws/0118.htm).
6. *In re OCA, Inc.*, 552 F.3d 413 (5th Cir. 2008), [opinion](https://caselaw.findlaw.com/court/us-5th-circuit/1452605.html); *Packard v. OCA, Inc.*, 624 F.3d 726 (5th Cir. 2010), [opinion](https://caselaw.findlaw.com/court/us-5th-circuit/1542656.html).
7. California AG, [Aspen Dental settlement](https://oag.ca.gov/news/press-releases/attorney-general-bonta-announces-settlement-aspen-dental-over-corporate-practice) (May 7, 2026); DLA Piper, [Corporate practice of medicine enforcement: new pressure points](https://www.dlapiper.com/en/insights/publications/2026/07/corporate-practice-of-medicine-enforcement) (July 2026) (reserved-replacement-right amicus position).
8. *Galkin v. SmileDirectClub, LLC*, No. A-2867-19 (N.J. App. Div. June 11, 2021), [official unpublished opinion](https://www.njcourts.gov/system/files/court-opinions/2021/a2867-19.pdf).
9. N.C. Gen. Stat. [§ 90-40.2](https://www.ncleg.gov/EnactedLegislation/Statutes/HTML/BySection/Chapter_90/GS_90-40.2.html); NC State Board of Dental Examiners, [Management Arrangements](http://www.ncdentalboard.org/management_arrangements.htm) (S.B. 257 statement and example MSA).
10. Colorado Dental Board, [Rule 1.7 official eDocket and adopted text](https://www.coloradosos.gov/CCR/eDocketDetails.do?trackingNum=2026-00138); Colo. [S.B. 25-194](https://leg.colorado.gov/bills/SB25-194).
11. [N.J.A.C. 13:30 official Board compilation](https://www.njconsumeraffairs.gov/regulations/Chapter-30-New-Jersey-Board-of-Dentistry.pdf) (includes the statutory proprietor text in its appendix); [ORC 4715.01](https://codes.ohio.gov/ohio-revised-code/section-4715.01); [Mo. Rev. Stat. § 332.071](https://revisor.mo.gov/main/OneSection.aspx?section=332.071).