Key Takeaways

• Most med-spa services involve the practice of medicine. That means the clinical entity must be a physician-owned medical corporation (51%+ physician ownership under Cal. Corp. Code § 13401.5(a)) — not an LLC, not a sole proprietorship, not a nurse-owned business.
• Non-physicians can participate in a med spa through a friendly-PC + MSO structure: the physician-owned PC delivers clinical services; a separately-owned MSO (which can be lay-owned, nurse-owned, or operator-owned) provides administrative services under a Management Services Agreement.
• Every patient must receive a good faith exam by a physician, NP, or PA before initial treatment — not by an RN. The good faith exam is a legal requirement, not a formality.
• Standardized procedures (B&P § 2725; 16 CCR § 1474) authorize RNs to perform delegated treatments after the good faith exam — Botox injections, dermal fillers, laser procedures within scope — but standardized procedures don’t replace the exam, and they don’t make a “paper medical director” arrangement compliant.
• The Medical Board, the BRN, the PA Board, and the AG are actively enforcing CPOM, fee-splitting, and unauthorized-practice rules against non-compliant med spas in 2024–2026.

The Short Answer

A California med spa that delivers medical aesthetic services — Botox, fillers, lasers, IV therapy, chemical peels above superficial depth, weight-loss injections — is a medical practice. It needs to be structured like one.

That means: a physician-owned medical corporation as the clinical entity, an MSO if non-physician operators or investors are involved, a real (not paper) medical director, a good faith exam for every patient, standardized procedures for any delegated work by RNs, and operational compliance with HIPAA, OSHA, CURES for controlled substances, and any local permits. There is no shortcut, and the regulatory environment in 2026 is the tightest it’s been.

Quick CTA: If you’re planning to open a California med spa — whether as a physician, an NP, an investor, or an operator partnering with a clinician — the entity-and-structure decisions need to happen before you sign a lease, hire injectors, or buy a laser. Bay Legal, PC handles med spa formation, MSO structuring, medical director agreements, and standardized procedures for med spas across California. Call (650) 668-8000 or schedule a consultation at baylegal.com/contact.

Why a Med Spa Is a Medical Practice

The Medical Board of California has been explicit on this point for over a decade. Botox, dermal fillers, prescriptive devices like Class III/IV lasers, and IV-administered substances are medical procedures that require:

• A prescription issued by a physician, NP, or PA — Botox and dermal fillers are legend (prescription-only) drugs.
• A good faith examination of the patient by a physician, NP, or PA — this is the act of diagnosis and treatment planning, which is the practice of medicine.
• Appropriate supervision of any delegated administration by an RN.

The supporting authorities:

• B&P Code § 2052 — prohibits unlicensed practice of medicine.
• B&P Code § 2400 — declares corporations have no professional rights to practice medicine (the foundation of CPOM).
• B&P Code § 2725 — defines the scope of nursing practice in California, including the “standardized procedures” framework that allows nurses to perform certain functions overlapping with medicine.
• 16 CCR § 1474 — sets the requirements for standardized procedures.
• 16 CCR § 1364.50 — requires that a physician with relevant training and expertise be immediately available when an elective cosmetic procedure involving a laser or intense pulsed light device is performed by a licensed health care provider.
• B&P Code § 2725.1 — authorizes an RN to dispense drugs or devices on a physician/NP/PA order.

The Medical Board’s published guidance on med spas (The Bottom Line: The Business of Medicine — Medical Spas) hits the central point directly: “the law allow[s] nurses to set up a practice in a salon, hire a physician supervisor, or perform medical procedures independently” — no, it does not. Nurse-owned med spas with a paid physician “medical director” who never actually exercises clinical oversight remain a primary Medical Board enforcement target.

[suggested internal link: practice area page on Corporate Practice of Medicine]

Who Can Own a California Med Spa?

The ownership rules trace directly to Cal. Corp. Code § 13401.5(a) — the medical corporation provision. At least 51% of a California medical corporation must be owned by California-licensed physicians and surgeons. Up to 49% can be held by 15 listed allied professionals, including RNs, NPs, PAs, chiropractors, and others — but the count of allied owners can’t exceed the count of physician owners.

In practice:

• A solo physician can own 100% of a med spa medical corporation.
• A physician + RN/NP partnership is workable: physician holds 51%+, RN/NP holds up to 49% as minority shareholder.
• A non-physician operator or investor cannot own any shares of the clinical entity. They participate through a separate MSO. See the next section.
• A nurse practitioner cannot own a stand-alone med spa medical corporation alone — only as a minority shareholder. AB 890’s 103/104 NP categories did not change the medical corporation ownership rules. [suggested internal link: blog on Can a Nurse Practitioner Own a Medical Practice in California in 2026?]

There is genuine market uncertainty about whether a 104 NP-owned nursing corporation can deliver some aesthetic services independently within nursing scope. Some practitioner-attorneys make that argument; the Medical Board’s published guidance pre-dates AB 890 and remains skeptical of nurse-owned aesthetic practices. The conservative business decision is generally to use a physician-owned medical corporation for any med spa delivering injectables or laser treatments — even where a 104 NP is on the clinical team. The Medical Board can update its med-spa guidance at any time; confirm current published guidance at mbc.ca.gov before structuring a new venture.

The MSO/PC Structure for Med Spas

The standard California med spa investment structure mirrors the broader MSO/PC architecture used across healthcare. We cover the foundational MSO concepts elsewhere in detail. [suggested internal link: blog on What Is an MSO in Healthcare? How the MSO/PC Structure Works in California]

For a med spa specifically:

The Medical Corporation (PC)

• Physician-owned (≥ 51%); can include RN, NP, or PA minority shareholders under § 13401.5(a).
• Employs all clinicians (the medical director, NP/PA injectors, and RN injectors).
• Holds the medical practice’s clinical license and payor enrollment.
• Maintains and owns all patient medical records.
• Retains exclusive authority over clinical decisions, treatment protocols, good faith exams, and standardized procedures.

The MSO

• Can be lay-owned, nurse-owned, or operator-owned — any combination, including private equity.
• Provides the spa’s non-clinical infrastructure: real estate, equipment leases, marketing, scheduling software, billing technology, HR, non-clinical staff, finance, compliance training.
• Cannot exercise clinical control.

The MSA

• Defines the services the MSO provides and the management fee structure (flat, cost-plus, percentage of revenue, or hybrid — all permitted under B&P § 650(b) with FMV support).
• Reserves clinical decisions to the PC.
• Addresses real estate, equipment, IP, and termination.
• Post-SB 351 (effective January 1, 2026), MSAs between private-equity or hedge-fund-backed MSOs and the PC can’t include non-compete or non-disparagement provisions other than the narrow carve-outs SB 351 preserves.
• Post-AB 1415 (also effective January 1, 2026), MSO transactions may trigger 90-day OHCA pre-transaction notice obligations.

[suggested internal link: practice area page on Healthcare MSO and Management Structures]

The Medical Director: Real, Not Paper

Every California med spa needs a medical director. The medical director is the physician who:

• Owns at least 51% of the medical corporation (in most structures, the medical director and the PC owner are the same person, though the structures can separate them).
• Establishes and approves the clinic’s clinical policies and standardized procedures.
• Performs (or delegates to NPs/PAs) the good faith exam for new patients.
• Is immediately available to RN and PA injectors during procedures — by phone or electronic means if not on-site, per 16 CCR § 1364.50 for laser/IPL procedures.
• Reviews clinical work, supervises injectors, and exercises ongoing clinical oversight.
• Cannot be a “rent-a-license” arrangement where the physician’s name is on the paperwork but they have no actual involvement.

The Medical Board’s enforcement record in recent years has often focused on “paper medical director” arrangements — physicians paid a flat monthly stipend who don’t see patients, don’t perform good faith exams, don’t review charts, and aren’t reachable during procedures. Penalties have included license discipline against both the physician and the supervised injectors, plus criminal exposure under B&P § 2052 (unlicensed practice of medicine) and § 2264 (aiding and abetting unlicensed practice). Medical Board enforcement positions can evolve; check mbc.ca.gov for current published guidance and enforcement priorities.

Medical director compensation also matters. A flat monthly stipend disconnected from actual hours and services delivered can look like fee-splitting under B&P § 650 if the practice generates significant revenue. A common best practice is to track the medical director’s time and services and pay either at an hourly rate or on a cost-plus basis that reflects the work actually performed.

The Good Faith Exam

Every new patient at a California med spa needs a good faith exam before initial treatment. This is the legally-required clinical evaluation that establishes the physician-patient relationship and supports the prescription of any legend drug (Botox, fillers, semaglutide) or the use of any prescriptive device (Class III/IV laser, IPL).

The rules:

• Who can perform the GFE. Physician, NP, or PA only. An RN cannot independently perform the good faith exam — an RN can assist (taking history, vitals, intake) but cannot generate the treatment plan or order. This is the consistent position of the Medical Board and the BRN.
• In-person or telehealth. Either is acceptable, provided the standard of care is met. Telehealth GFEs are common in larger med-spa operations and chain models — the platform needs to meet the B&P § 2290.5 telehealth requirements.
• Patient medical history, focused physical examination, treatment plan, informed consent, documentation in the patient record.
• The GFE is generally needed before initial treatment at the practice. Most clinics also re-evaluate the patient periodically and before any material change in treatment plan.

Skipping the GFE — or having an RN run it — is a frequent enforcement target. Both the Medical Board and the BRN treat the unauthorized performance of GFEs as the unauthorized practice of medicine.

[suggested internal link: practice area page on Standardized Procedures Compliance]

Standardized Procedures: What an RN Can and Cannot Do

After the good faith exam, an RN can administer a wide range of med-spa treatments under standardized procedures developed in compliance with B&P § 2725 and 16 CCR § 1474.

Standardized procedures are written policies, jointly developed by physicians, nurses, and administrators in the practice setting, that authorize RNs to perform specific clinical functions. They have to:

• Be in writing, dated, and signed.
• Specify the scope of supervision required (e.g., immediate availability of a physician).
• Set forth specialized circumstances requiring communication with a physician.
• State any setting limitations.
• Specify recordkeeping requirements.
• Provide for periodic review.
• Identify each function the RN is authorized to perform, along with required education, training, and validation.

A med spa’s standardized procedures typically address Botox/neuromodulator injections, dermal filler injections, laser hair removal and laser skin treatments, IPL, chemical peels, microneedling, and (where part of the practice) IV vitamin therapy.

What RNs cannot do under standardized procedures:

• Perform the good faith exam independently.
• Diagnose, prescribe, or initiate medical procedures without a patient-specific physician/NP/PA order or a properly-drafted standardized procedure.
• Operate a Class III/IV laser without a physician with relevant training and expertise immediately available under 16 CCR § 1364.50.
• Perform deep chemical peels, deep dermabrasion, or other procedures that fall outside RN scope.

What unlicensed staff (estheticians, medical assistants) absolutely cannot do:

• Inject Botox, fillers, or any legend drug.
• Operate a prescriptive device (laser, IPL, energy-based device).
• Perform medical-level peels or dermabrasion.

Estheticians can perform superficial facials, microdermabrasion within their licensed scope, and other non-medical services. The line between cosmetic and medical procedures is drawn by depth and by whether a prescriptive drug or device is involved.

Mid-content CTA: The standardized procedures document is what holds your med spa’s compliance together when an RN is injecting under a physician’s oversight. A generic template downloaded from the internet doesn’t meet the BRN’s specificity requirements. Bay Legal, PC drafts and reviews standardized procedures for med spas across California. Call (650) 668-8000 or schedule a consultation at baylegal.com/contact.

Licensing, Permits, and Insurance

A compliant California med spa typically has the following layered registrations and licenses:

• Articles of Incorporation (ARTS-PC) for the medical corporation — $100 filing fee.
• Statement of Information (SI-550) for the PC — $25; within 90 days of formation, then annually.
• Statement of Information for the MSO — for LLCs, this is Form LLC-12; for corporations, SI-550.
• Medical Board Fictitious Name Permit (FNP) for the PC if operating under a name other than the physician’s name plus designators — B&P § 2415, application FNP-001. The MBC publishes the current fee at mbc.ca.gov; confirm before filing, as fees change from time to time.
• Local business license — city and county.
• State Tax Identification Number / FTB registration — $800 annual minimum franchise tax for the PC.
• EDD registration for both PC and MSO if W-2 employees are involved.
• DEA registration for the medical director (and any prescriber) if controlled substances will be prescribed.
• CURES enrollment for any California prescriber.
• Medical professional liability insurance for the PC and each individual prescriber and injector. General liability insurance is separate and does not cover medical malpractice.
• Local building, fire, and sanitation permits for the physical space.

[suggested internal link: practice area page on Healthcare Entity Formation]

What Investors Need to Know

For lay investors evaluating a California med spa opportunity in 2026:

• You cannot own the clinical entity. You participate through an MSO under an MSA.
• The MSO management fee can be structured creatively under B&P § 650(b) — flat, cost-plus, percentage of revenue — but every structure needs documented FMV support.
• Post-SB 351, MSAs with PE/hedge-fund-backed MSOs cannot include non-compete or non-disparagement clauses outside narrow carve-outs.
• Post-AB 1415, certain MSO transactions trigger 90-day OHCA pre-transaction notice obligations.
• The “friendly physician” cannot be a sham. Recent enforcement has focused on arrangements where the physician owner has no real clinical involvement.
• Multi-state expansion requires a separate PC in each state, with each state’s CPOM rules analyzed independently.

Common Pitfalls and Red Flags

1. Nurse-owned med spa with a paid physician “supervisor” — paper medical director arrangement.
2. Direct lay ownership of the clinical entity through an LLC or general corporation.
3. RN performing good faith exams
4. No standardized procedures for RN-delegated treatments, or generic templates that don’t meet 16 CCR § 1474 specificity.
5. No physician available during laser procedures (16 CCR § 1364.50 violation).
6. Estheticians or medical assistants injecting Botox, fillers, or operating prescriptive devices.
7. Medical director compensation that looks like fee-splitting under B&P § 650.
8. No FMV documentation for the MSO management fee.
9. Operating under a fictitious name without a Medical Board FNP.
10. General liability insurance only, with no medical professional liability coverage.

Talk to a California Med Spa Attorney

A California med spa is a regulated medical practice that happens to operate behind a wellness-spa front. The entity structure, the medical director arrangement, the good faith exam process, the standardized procedures, the FMV-supported MSO fee, and the 2026 SB 351 / AB 1415 overlay all have to line up. The Medical Board’s enforcement record makes clear that the regulators are not impressed by spa branding.

If you’re opening or restructuring a California med spa — as a physician, an NP, an investor, or an operator — attorneys at Bay Legal, PC handle med spa formation, friendly-PC + MSO structuring, medical director agreements, standardized procedures, and Medical Board compliance across California. Call (650) 668-8000 or schedule a consultation at baylegal.com/contact.

[suggested internal link: contact / schedule a consultation page] — anchor in closing CTA

Frequently Asked Questions

Can a non-physician own a med spa in California?

Not the clinical entity. California’s Corporate Practice of Medicine doctrine prohibits non-physicians from owning a medical corporation. Non-physician investors and operators can participate through an MSO that contracts with a separately-owned physician medical corporation under a Management Services Agreement. The MSO can handle business operations; the PC handles all clinical services.

Can a nurse practitioner own a med spa in California?

Generally no — not a stand-alone med spa medical corporation. NPs can be minority shareholders (up to 49%) alongside a physician majority under Cal. Corp. Code § 13401.5(a). Even with AB 890’s 103 and 104 NP categories now in effect, the Medical Board’s existing guidance against nurse-owned aesthetic practices that hire a physician supervisor remains in force. Most California med spas continue to use a physician-owned PC for the clinical entity.

What is a good faith exam at a med spa?

A good faith exam is a clinical evaluation that must be performed by a physician, NP, or PA before initial treatment of a new med spa patient. It includes medical history, focused physical examination, treatment plan, and informed consent. An RN cannot independently perform a good faith exam. The exam establishes the physician-patient relationship and supports the prescription of legend drugs (Botox, fillers, semaglutide) and the use of prescriptive devices (lasers, IPL).

Who can perform Botox injections in California?

A physician, NP, or PA can both prescribe and administer Botox. An RN can administer Botox under standardized procedures developed with a physician, NP, or PA, after the good faith exam by a qualified provider has established the treatment plan. Unlicensed staff — estheticians, medical assistants — cannot inject Botox regardless of training.

Do I need a Fictitious Name Permit for my California med spa?

If the medical corporation will operate under any name other than the physician owner’s name plus a corporate designator, yes. The Medical Board of California issues Fictitious Name Permits under B&P Code § 2415, using Application FNP-001. The permit must be in place before the med spa begins operating under the fictitious name. Confirm the current MBC FNP fee and process at mbc.ca.gov before applying, as fees and procedural details change from time to time.

This article provides general information about California law and is not legal, tax, or financial advice. Reading this article, contacting Bay Legal, PC, or sending information through baylegal.com does not create an attorney-client relationship. The information here focuses on California law and may not reflect the law of other jurisdictions. Statutes, regulations, agency guidance, and case law change; this article reflects the authors’ understanding as of the date of publication and may not reflect later developments. For advice about your specific situation, consult a licensed California attorney.