Oregon’s SB 951 gave existing businesses a three-year runway, and three-year runways have a way of being treated as permission to do nothing.
The dates are specific. Restrictive covenant provisions — non-compete, non-disclosure and non-disparagement clauses in the relevant relationships — took effect on signing, June 9, 2025. The MSO ownership and control restrictions apply from January 1, 2026 for entities formed on or after June 9, 2025, and from January 1, 2029 for entities that already existed.
What the runway is actually for
SB 951 restricts a shareholder of the professional corporation from holding ownership, management or employment positions in the supporting MSO, and limits the MSO’s influence over clinical decisions and a defined set of business decisions.
Unwinding a dual role is not a document change. It usually means finding a genuinely independent physician owner, renegotiating economics that were built around the overlap, and in some cases restructuring how the practice is financed. That is a project measured in months, and it needs a buyer or lender to be comfortable at the end of it.
The valuation problem arrives first
You do not have until 2029 in any commercially meaningful sense. You have until the next time someone does diligence on your business.
A practice whose structure is compliant today and non-compliant on a published future date is a practice with a known defect. Buyers price that. Lenders price it. The 2029 date does not protect the value of the asset in 2027 — it just tells everyone exactly when the problem becomes acute.
A sequence that works
- Map every person who sits on both sides — PC shareholder and MSO owner, manager or employee. That overlap is the primary target.
- Identify which MSO powers touch clinical decisions or the defined business decisions, and which are genuinely administrative.
- Rewrite the management agreement to a fixed, fair-market fee if it is not already, with real physician control over clinical policy and personnel.
- Review restrictive covenants now — those provisions are already in force, not waiting for 2029.
- Sequence the ownership change with your financing, because that is usually the constraint rather than the drafting.
Why this matters outside Oregon
Oregon wrote down what several states have been circling. California’s SB 351 took effect January 1, 2026 with Attorney General enforcement, New York has long made percentage management fees unlawful, and New Jersey got to a similar place through litigation.
If your agreement fails Oregon’s test, it is worth checking whether it also fails in the states you actually operate in.
Related reading
Frequently asked questions
When must existing Oregon entities comply with SB 951?
January 1, 2029. Entities formed on or after June 9, 2025 must comply from January 1, 2026.
Are the restrictive covenant provisions already in force?
Yes. Those took effect on signing, June 9, 2025.
What is the dual-role restriction?
SB 951 limits a professional corporation shareholder from holding ownership, management or employment positions in the MSO that supports the practice.
Does SB 951 ban management services organisations?
No. It restricts specific ownership overlaps and specific forms of control. A genuine administrative MSO supporting a genuinely physician-controlled practice remains the model.
General information about Oregon SB 951, not legal advice. Implementation guidance is still developing. Confirm your position with healthcare counsel.