The complete agreement stack (checklist)

Every document a dental support organization (DSO) group should hold, with who the parties are, what it does, how often it needs review, and who drafts it. Use it as a completeness check and as a diligence preparation list.

The core five

Required for any DSO-PC structure. See Step 5: Sign the agreement stack.

Document	Parties	Purpose	Refresh	Drafted by
Management services agreement	DSO ↔ each PC	Defines services, fee, and the clinical carve-out	Annually, and on any state law change	Healthcare regulatory counsel
Stock transfer restriction agreement	PC, its owner, and typically the DSO	Establishes a succession process for death, disability, license loss, exclusion, or departure, subject to the state’s statutory transition window	Annually, heavily targeted by current legislation	Healthcare regulatory counsel
Dentist employment agreements	PC ↔ each dentist	Compensation, duties, malpractice, and restrictive covenants; exclude production quotas	Annually; immediately on state noncompete changes	Employment + healthcare counsel
Business associate agreement	Each PC ↔ DSO	HIPAA compliance; required content at 45 C.F.R. § 164.504(e)	Annually	Privacy counsel
IP / brand license	DSO ↔ each PC	Lets the PC operate under the DSO’s brand	On brand changes	Corporate counsel

One MSA, one transfer restriction, and one BAA per PC. Each professional entity is a separate contracting party and a separate covered entity. A ten-PC group holds ten of each.

Registration and name filings

Not agreements, but they live or die with the agreement stack and belong in the same binder.

Filing	Where	Trigger and cadence
DSO registration	Texas (Secretary of State, annually by January 31), Kansas (Dental Board, within 30 days of contract execution), Nevada (Board manager registration), Arizona (business-entity registration, with a designated records custodian), New Mexico (non-dentist owner license)	On formation or first contract in the state; renew per state. See Register a DSO
Dental trade-name registration	States that register practice trade names with the dental board or restrict name use; check each operating state’s row on DSO laws by state	On adopting or changing a practice name
Registered-entity change notices	Registration states	Owner, records-custodian, or contract changes often carry 30-day notice windows. Put each applicable deadline on the compliance calendar.

Corporate documents

Document	Entity	Purpose	Refresh	Drafted by
Articles of incorporation / organization	Each entity	Formation	On amendment	Counsel
Bylaws or operating agreement	Each entity	Governance	On material change	Counsel
Organizational consents	Each entity	Initial authorizations	Once	Counsel
Annual consents / minutes	Each entity	Elect officers, ratify actions, evidence PC clinical governance	Annually	Internal, counsel-reviewed
Stock ledger / membership register	Each entity	Ownership record	On any transfer	Internal
Stock certificates with restrictive legend	Each PC	Enforceability against transferees	On issuance	Counsel
Spousal consent	Each PC owner, where applicable	Community property states	On marriage or transfer	Counsel

Real estate and equipment

Document	Parties	Purpose	Refresh
Lease	DSO ↔ landlord	Premises	At renewal
Sublease or occupancy arrangement	DSO ↔ PC	How the PC uses the space	Annually, FMV matters if a referral source is involved
Equipment leases	DSO ↔ vendor	Operatories and equipment	At renewal
Equipment use arrangement	DSO ↔ PC	Provided under the MSA, or separately	Annually

Who holds the lease and the chairs is state-specific. Several proprietor-clause states regulate DSO ownership or leasing of practice space and clinical equipment. Colorado’s Rule 1.7 bans both outright beginning in 2027. Check the dental legislation tracker and MSA clause anatomy before reusing an asset schedule across states.

Space and equipment arrangements with anyone who can refer patients should follow the AKS space and equipment rental safe harbors: written terms of at least one year, compensation set in advance at fair market value, and no variation based on referrals. See Stark and anti-kickback.

Vendor and technology

Document	Parties	Purpose	Refresh
PMS agreement	DSO ↔ vendor	Practice management system licensing	At renewal; check data export rights
Clearinghouse agreement	DSO or PC ↔ clearinghouse	Claim and attachment transmission	At renewal
Subcontractor BAAs	DSO ↔ each PHI-handling vendor	HIPAA chain	Annually; on every new vendor
RCM services agreement	DSO or PC ↔ vendor	Outsourced billing	At renewal
Payroll and benefits agreements	Each employer ↔ vendor	Payroll	At renewal
Collections agency agreement + BAA	PC ↔ agency	Patient collections	Annually

Payer

Document	Parties	Purpose	Refresh
Participation agreements	Each PC ↔ each payer	Network participation and rates	Annually, review rates
Fee schedules	Attached or referenced	The real economics	Annually
EDI / ERA / EFT authorizations	Each PC ↔ each payer	Electronic plumbing	On any bank or clearinghouse change
Single-case agreements	PC ↔ payer	Out-of-network individual cases	Per case
Delegated credentialing agreements	PC ↔ payer	Where applicable at scale	Per payer terms
Network leasing riders	Buried in participation agreements	Which leased networks may reprice your claims	Annually; read for silent repricing

Membership plan (where used)

An in-house membership plan replaces insurance for fee-paying patients and needs its own paper. See Launch a membership plan.

Document	Parties	Purpose	Refresh
Membership plan terms	PC ↔ patient	Benefits, pricing, renewal, cancellation, refunds	Annually
Plan administration agreement	DSO or PC ↔ platform vendor	Billing, auto-renewal, and plan management	At renewal
State discount-plan compliance review	Counsel memo	Some states regulate discount or dental savings plans. Verify whether your plan design triggers registration.	On plan changes and new states

Financial

Document	Parties	Purpose	Refresh
Intercompany promissory notes	DSO ↔ PC	Documented loans, at AFR or above	On each new advance; amend on modification
Bank account agreements and signature cards	Each entity ↔ bank	Accounts and authority	On signer change
Credit facility documents	DSO, and sometimes PCs	Working capital	At renewal
Deposit account control agreements	Entity ↔ bank ↔ lender	Where a lender requires	Per facility
Merchant processing agreement	Each entity ↔ processor	Card acceptance	At renewal
FMV study / opinion	Third party	Supports the management fee	Annually, and before any fee change

Insurance

Policy	Held by	Notes
Professional liability (malpractice)	PC	Occurrence vs claims-made; tail responsibility must be addressed in employment agreements
General liability	DSO
Property	DSO
Cyber liability	Both	Post-2024, effectively standard
Errors and omissions	DSO
Employment practices liability	Both
Directors and officers	Both
Workers’ compensation	Both, per state

Compliance

Document	Purpose	Refresh
HIPAA policies and procedures	Privacy and security program	Annually
Security risk analysis	Required under the Security Rule	On material change and at a documented cadence that keeps the analysis accurate and thorough
Notice of Privacy Practices	Patient-facing	On material change
Compliance program policies	Billing and coding compliance	Annually
Financial policy (patient-facing)	Payment terms; chargeback evidence	Annually
BAA inventory	Tracks the whole chain	Continuously
Exclusion and debarment screening records	OIG LEIE, SAM.gov, and required state lists tracked separately	At onboarding and the cadence required by the applicable payer, program, state, contract, and risk policy; monthly LEIE checks minimize the interval because OIG updates monthly
Training records	HIPAA and compliance	Annually

Diligence readiness

What an acquirer or investor asks for, in roughly this order. Being able to produce it quickly is worth real money. The most commonly missing items are board minutes and evidence of cash fee payment. Both are cheap to maintain contemporaneously and expensive to reconstruct. See Maintain corporate formalities.

Refresh calendar

Cadence	Documents
Monthly	Exclusion screening; management fee invoices
Quarterly	State legislation scan; access review
Annually	MSA and full stack review; FMV; security risk analysis; training; entity consents; insurance; payer rate review; DSO registration renewals (Texas by January 31; see Register a DSO)
On event	State law change; new state; new entity; fee change; owner change; records-custodian change; new vendor; bank change

Last modified on August 21, 2026

CPOD & Legal

Payers

Clearinghouses & Vendors

EDI & Code Sets

Banking & Payments

Glossary & Appendices

The complete agreement stack (checklist)

The core five

Registration and name filings

Corporate documents

Real estate and equipment

Vendor and technology

Payer

Membership plan (where used)

Financial

Insurance

Compliance

Diligence readiness

Refresh calendar

​The core five

​Registration and name filings

​Corporate documents

​Real estate and equipment

​Vendor and technology

​Payer

​Membership plan (where used)

​Financial

​Insurance

​Compliance

​Diligence readiness

​Refresh calendar

The core five

Registration and name filings

Corporate documents

Real estate and equipment

Vendor and technology

Payer

Membership plan (where used)

Financial

Insurance

Compliance

Diligence readiness

Refresh calendar