Selling a med spa: ownership rules, your medical director, your injectors and the deal terms

This guide is general information about how med spa sales work, not legal, tax or financing advice. Rules differ by state and change over time, so confirm how they apply to your sale with healthcare counsel in your state, your CPA and the buyer's lender.

Can a non-physician own a med spa?

Many do, but whether a non-physician may own the medical practice itself depends on the state. In the American Med Spa Association's 2024 industry report, 67% of single-owner med spas were owned by people who are not MDs or surgeons, a group that includes nurse practitioners, registered nurses, physician assistants, entrepreneurs and aestheticians. Nurse practitioners have nearly pulled even with MDs and surgeons as the largest group of owners.

Those owners work inside state rules on the corporate practice of medicine. Med spas often comply through a medical director agreement or a physician practice management agreement, according to a law firm's guide to med spa sales. In New York, a health-law firm writes, non-licensed people cannot own the med spa but can own and operate an MSO that supports it, and a 2019 AmSpa article described the MSO model as one way Texas med spas work within that state's policy. How far the MSO may go differs by state.

California's rules reach past who holds the shares. The Medical Board of California lists decisions a licensed California physician should make, including hiring and firing clinical staff where clinical competency is concerned, coding and billing, and approving the medical equipment and supplies the practice selects. Its med spa guidance from the late 2000s, still posted, says a physician who acts as medical director of a lay-owned business is aiding and abetting the unlicensed practice of medicine; the Board's current practice page says only that such a physician may be doing so. In New York, Stevens & Lee adds that fees between the professional entity and the MSO cannot be based on the volume or value of business and must be fixed, reasonable and agreed in writing. If your management fee moves with the practice's revenue, ask healthcare counsel whether your state allows it before a buyer's counsel does.

Buyers may also weigh a federal bill that is not law. According to the American Med Spa Association, the Stop Corporate Takeovers of Physicians Act of 2026, introduced in Congress on September 16, 2026, would generally make it unlawful for an entity not majority-owned and controlled by licensed health professionals to own or control a medical practice, with hospitals, nonprofits and some other providers exempt. AmSpa reports that sponsor materials say it would prohibit certain MSO arrangements. The bill has been referred to committee.

Is a med spa sale an asset sale or a stock sale?

It can be either: the buyer takes your assets or your entity. In an asset sale, the buyer picks what it takes, such as your owned lasers and devices, the brand and the contracts that can be assigned, but not your legal entity, and it can avoid assuming your liabilities. Patient records need their own plan; see the records section below. In an equity sale, the buyer purchases your stock or membership units and takes your company whole, with every liability it carries, known and unknown. Spencer Fane's guide to med spa sales says sellers often prefer equity sales because they are typically taxed at a more favorable capital gains rate, and that the choice should be made with your attorney and your CPA.

Whichever you choose, Spencer Fane writes that a medical director or physician practice management agreement has to be properly transferred or restructured to comply with state law and protect the buyer. Bring healthcare counsel in before you sign a letter of intent that sets the structure. The tax questions in our guide to selling a spa business follow from this choice.

How does the medical director change hands?

Through a new agreement with the incoming physician, plus whatever your state requires before that physician can delegate treatments. In Texas, for example, the delegating physician must approve in writing, or write, the orders your nurses and injectors work under. Some supplier accounts name the medical director too; see supplier accounts and devices below.

Texas shows how specific the requirements are. Under Texas Medical Board rules effective January 9, 2025, which cover nonsurgical medical cosmetic procedures a physician delegates, among other acts:

• A physician may delegate nonsurgical medical cosmetic procedures only after approving the business's existing written orders in writing or writing their own. The orders must identify the delegating physician, patient screening criteria, appropriate care, and procedures for complications and emergencies.
• Before a delegated procedure, a physician, or a PA or APRN acting under a physician's delegation, must establish a practitioner-patient relationship, keep an adequate medical record, disclose who will perform the procedure and ensure a person trained in basic life support is present. A physician, PA or APRN must be onsite or immediately available for emergency consultation.
• Each public area and treatment room must display the Board's complaint notice and the name and Texas license number of each delegating physician, and everyone performing a delegated act must be identifiable by a name tag or similar means showing their credentials.

In Texas, then, a new medical director needs approved written orders, updated postings in every public area and treatment room, and emergency coverage in place before the first delegated procedure after closing. Line up the incoming physician before you sign, and have the orders ready to approve at closing.

In California, prescribing, dispensing or furnishing a dangerous drug without an appropriate prior examination and a medical indication is unprofessional conduct under Business and Professions Code 2242. The statute does not use the industry term “good faith exam”, so confirm with California counsel how it applies to your injectables. Be ready to show who performs those examinations and how they are documented.

If you offer IV therapy in Texas, check it separately. Texas HB 3749, in effect since September 1, 2025, regulates elective IV therapy given outside a physician's office or a licensed facility, and lets a physician delegate administering it to a PA, APRN or RN under adequate supervision, as AmSpa reported. Under the enrolled bill, prescribing or ordering it may be delegated only to a PA or APRN.

How do buyers judge your injectors?

As a retention risk. Annie Robertson Hockey, president of the aesthetics investment bank Skytale, was quoted in a March 2026 American Med Spa Association article as saying that losing one or two top injectors during diligence can immediately change how a buyer thinks about valuation. The article adds that compensation structures and alignment with key providers are becoming central to deal negotiations. In AmSpa's 2024 report, the average med spa saw 245 patient visits a month, and on average 73% of patients were repeat patients. Before a buyer asks, check how much of your repeat business books with one particular injector.

• Read your provider agreements before a buyer does. The FTC's nationwide non-compete rule is not in effect, so state law decides. California will not enforce a non-compete that is void under its law, wherever and whenever it was signed, and bars employers from trying to. In a California med spa, have counsel check whether your injectors' non-competes are void under that rule. In Texas, a non-compete with a nurse or physician assistant entered or renewed on or after September 1, 2025 is enforceable only with a buyout capped at their annual salary and wages, a one-year limit, a five-mile radius and clear written terms. That Texas section does not cover estheticians licensed by the Texas Department of Licensing and Regulation.
• If a buyer asks you to sign a non-compete. Even in California, an owner who sells the goodwill of a business or all of their ownership interest may agree not to carry on a similar business in a specified area where the business operated, as long as the buyer carries on a like business there. Have counsel in your state review the area and the length before you sign.
• Spread the book. A year or more before a sale, move your best patients toward more than one provider, and ask counsel about retention agreements for the injectors you most need to keep.

If you are the medical director or the lead injector

A buyer who will not inject or sign orders has to pay a provider or a physician who will. If you inject, direct or manage without a market salary, a buyer valuing on EBITDA deducts a market-rate salary for that work from earnings. SDE counts one owner's pay as earnings, so a buyer valuing on SDE still has to fill any second role you cover.

Which of those salaries a buyer takes out of your earnings depends on whether your med spa is valued on SDE or EBITDA, and the guide to what a spa business is worth explains which one applies to yours.

What happens to your supplier accounts and devices?

Treat each one as a separate transfer. Allergan Aesthetics' new-account process ties each account to a named paying entity and a named medical director. Its page does not say how a change of ownership is handled, so ask your representative early and make sure the buyer's account is approved before the first day it needs product. Evolus's terms for health care professionals taking part in its Evolus Rewards program say HCP Rewards are not transferable or assignable for any reason. Use earned rewards before closing, and do not count them as something a buyer will pay for.

A 2022 AmSpa article on buying a laser notes that you cannot sell a device you lease, and that ending a lease early can bring substantial penalties or be prohibited. Owned devices can carry conditions too. The same article says some purchase contracts require the manufacturer's approval before resale, pre-approval of the buyer or recertification. In a 2019 article, AmSpa's CEO at the time wrote that some laser manufacturers will not support a used device at a new site until it is inspected and recertified, with fees that can be $50,000 or more. Treat that as the high end, not a typical fee. VMG Health, a healthcare valuation firm, adds that devices leased or shared between businesses carry contractual and revenue-sharing risks that can be missed without financial due diligence. Before you price equipment into the deal, list every device with who owns it and what its contract says about resale, recertification and service.

What happens to patient records, DEA registration and waste permits when you sell a med spa?

Patient records. Under HIPAA, health care operations include the sale or transfer of all or part of a covered entity to another covered entity, or one that will become one, and the related due diligence. The Privacy Rule's minimum-necessary standard and other conditions still apply, so have healthcare counsel decide what buyers see and when. A med spa may not be a covered entity at all. A 2016 CMS decision tool says a provider that does not transmit any covered transactions electronically is not one, and it counts transactions a billing service or clearinghouse sends on a provider's behalf as the provider's own. Whether yours is covered is a question for healthcare counsel. State medical-records laws apply either way, and in California the Medical Board says ownership of patient records should stay with a California-licensed physician.

A departing physician's notice. In Texas, a physician who retires, ends employment or leaves a practice must notify the patients that physician saw in the last two years by letter or email, and post a notice in the office and on the website at least 30 days before leaving or before the sale of the practice, under Texas Medical Board rule 163.4. Some physicians are exempt, such as short-term locum tenens and hospital or emergency-room-only physicians. If your medical director treats patients and leaves when you sell, ask healthcare counsel how the rule applies to your structure, and build those 30 days into the closing timeline.

DEA registration. If you stock controlled substances such as testosterone, a Schedule III drug, the DEA registration cannot be transferred without DEA's written consent, and a registrant transferring its business to another registrant must report the transfer to DEA at least 14 days in advance. Ask healthcare counsel whose registration covers your stock before you set a closing date.

Medical waste. In Florida, biomedical waste permits do not transfer: after a change of ownership, an application for an initial permit is due within 30 days of the start of business, and generators of less than 25 pounds in a 30-day period are exempt. Florida opened a rule-development process for this chapter in April 2026, so check the current rule. Outside Florida, check your state's rule before closing, and ask whether your sharps and medical waste hauler contract can be assigned to the buyer.

How do buyers adjust a med spa's revenue and margins?

Prepaid packages and memberships. VMG Health, a firm that runs financial due diligence on med spa acquisitions, adjusts revenue for prepaid and packaged services, memberships and gift card sales. On cash-basis books, a December sale of prepaid injection packages for next year's treatments inflates December revenue, so VMG converts revenue to accrual using unearned revenue reports and package and membership details. In one Ankura engagement for a private equity firm rolling up med spas across several states, the working capital targets accounted for prepaid liabilities. Keep an unearned-revenue report ready; the guide to gift cards, packages and memberships in a spa sale covers how balances are settled.

Injectables bought for rebates. Buying injectables and supplies in bulk in one month to capture supplier rebates can make gross margins misleading on a cash-basis income statement, VMG notes. If you buy that way, show product cost by month on an accrual basis.

Weight-loss injections. If compounded semaglutide or tirzepatide is part of your revenue, show it separately, because the FDA policies behind it changed.

In an April 1, 2026 update, FDA said neither drug is on its shortage list, and that it does not intend to act against a compounder that fills four or fewer prescriptions a month of a compounded drug that is essentially a copy of the approved product. Ask healthcare counsel where your program stands under FDA's current policy, and keep records of which pharmacy compounds your product.

Is private equity buying med spas?

Yes, though in AmSpa's most recent survey it owned a small share of the market. In AmSpa's 2024 report, about 3% of med spas were owned by private equity firms, the same share as in its 2022 report, and 81% operated a single location. That survey predates much of the activity below. Writing on the AmSpa site in May 2026, Tommy Newton of the sell-side M&A firm Xite estimated that more than 90% of med spas remain independently owned, and said private-equity-backed platforms and MSOs remained highly active in 2025, especially in Florida, Texas and California. Provident Healthcare Partners tracked 49 announced wellness and aesthetic medicine transactions in 2024, a count that includes plastic surgery and wellness deals and leaves out sales that were never announced.

The Xite article says platform buyers prioritize recurring revenue, strong margins, patient and provider retention, clean financials and a team that can run without the owner. In a med spa, provider retention means your injectors, and the same article names membership programs, subscription skincare and repeat injectable visits as annuity-like revenue that lowers volatility and perceived risk. It also says operators with roughly three to eight or more locations draw the most competition. A platform may also want you to stay: in a 2023 AmSpa article, the CEO of MedSpa Partners said it wants sellers who stay on after closing, not owners who leave the next day. AmSpa reported in March 2026 that med spa deals which once moved quickly now take significantly longer, as buyers dig deeper into financial performance and operational stability. For prices, see med spa valuation multiples by size; the same Xite article said med spas under $4 million of revenue typically traded at 3x to 6x EBITDA in 2025.

How are private equity med spa deals paid?

Mostly in cash at closing, with the rest rolled over, held back or paid through an earnout, according to one sell-side advisor's account of 2025 deals. Tommy Newton of Xite, writing on the AmSpa site, said most transactions fell between about 60% cash at close with 40% rollover equity or stock, and 80% cash with 20% rollover. Holdbacks and earnouts remained common, he wrote, especially where future performance, provider transition or post-close growth was central to the buyer's plan. That is one advisor's view, not survey data. For an all-industry comparison, SRS Acquiom's data on private-target deals that closed through 2025, which skew larger than spa sales, found earnouts in 35% of deals up to $25 million and 29% of deals up to $50 million.

A rollover makes you a shareholder in the buyer's platform. Its value depends on the whole group, not only the med spa you sold, and it is not guaranteed. Before you compare offers, ask each buyer:

• Which entity your rollover sits in, such as the platform's MSO or a holding company above it, and whether it is the same class of equity the sponsor holds.
• What happens to your rollover if you stop injecting, or stop serving as medical director, while you still hold it.
• How much cash is held back, for how long, and whether its release depends on named injectors staying or a new medical director being in place.
• For an earnout, exactly what is measured, such as treatment revenue or EBITDA after the platform's management fee, and who sets treatment prices and provider schedules while it is measured.

Can a buyer use an SBA loan to buy your med spa?

Under the SBA's newest rules, yes, as long as your ownership structure meets your state's requirements and the lender documents that it does. The SBA's SOP 50 10 8.1 uses med spas as its example of a business that needs professional licenses to operate and is eligible only if its ownership structure meets state requirements. That SOP applies to 7(a) applications that receive an SBA loan number on or after October 1, 2026. Lenders must keep using SOP 50 10 8 for applications submitted through September 30, 2026. Across all industries, 78% of buyers surveyed by BizBuySell in the second quarter of 2026 expected to use SBA financing; that is not med spa data. Under SOP 50 10 8.1:

• Your ownership structure gets documented. If you run through an MSO, have the management agreement and the professional entity's ownership records ready.
• The buyer's 10% equity injection. For an Initial Acquisition, the SBA's default category for a sale to a new owner, the equity injection is at least 10% of total project cost and the lender cannot reduce it. If the buyer is an existing business that has operated for at least two full fiscal years, is in the same four-digit NAICS industry group and buys 100% of your med spa, the minimum is still 10%, but the lender may reduce or eliminate it if the buyer has enough liquidity and working capital.
• A seller note counts only on full standby. It counts toward that injection only if subordinated with no principal or interest payments for the entire term of the SBA loan, and for no more than half of it. If a buyer asks you to carry a note that counts toward its injection, you collect nothing on it until the SBA loan is paid in full, while someone else runs your providers and your medical director arrangement.
• No earnout. SBA-financed acquisitions cannot include a seller earnout, though the SBA does allow a buyer rebate tied to business performance. An SBA buyer cannot pay you more later because your injectors stayed and your patients kept booking.
• You cannot stay on as an employee. In an Initial Acquisition or a Business Expansion, the seller may not remain as an officer, director, stockholder or employee, but the business may contract with you as a consultant for up to 24 months in total, up from 12 months under SOP 50 10 8, which still governs applications submitted through September 30, 2026.

That last rule matters most if you are the lead injector. Hand your patients to the providers who will stay while you are still seeing them, and tell buyers your plan from the first conversation.

What documents do you need to sell a med spa?

Spencer Fane's guide for med spa sellers advises keeping corporate records current and confirming compliance, including delegation agreements, physician supervision protocols and the licensure of every medical professional. For a med spa, put these in one file:

• Your medical director and management agreements and, if you run through an MSO, the ownership records of both entities
• Current written orders with the physician's approval
• Every provider agreement
• A device list with ownership and contract terms
• Each supplier account and whose name it is in
• Any DEA registration and waste permits
• An unearned-revenue report
• Revenue by provider and service line

The spa due diligence checklist has the full document list, and the guide to preparing a spa for sale covers what to fix in the year before you sell. For the whole sequence, read how to sell a spa business. To see what your med spa could sell for, request a free, confidential valuation. Requesting a valuation does not list your business, and details about your spa are not shared with prospective buyers without your permission.

Sources

All sources accessed September 29, 2026.

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