Med Spa Attorney in Florida: Buying and Selling a Med Spa

Buying or selling a Florida medical spa

Overview

Florida medical spas operate at the intersection of cosmetic services and regulated medical practice. The deal needs to handle the ownership structure and clinic-licensing position, FDA-classified injectables and device inventory, medical-director continuity, infection-control documentation, and the franchise or vendor agreements that often run beneath the surface. I structure the transaction to survive both diligence and post-closing regulatory exposure.

What I handle

MSO and practice-entity structuring under the Health Care Clinic Act
APA, stock, and membership-interest transactions
Medical-director engagement and continuity agreements
Franchise and vendor contract assignment
Patient consent, waivers, and risk-management documentation review
Commercial-lease assignment with med-spa-specific build-out concerns

Common pitfalls I plan around

Ownership structures that raise clinic-licensing questions at a future resale
Medical-director relationships that lapse or shift on change of control
FDA-classified device or injectable inventory that fails to transfer cleanly

Who this is for

Owners selling a Florida medical spa, physicians, nurse practitioners and investors buying one, and franchise owners transferring a location. The ownership structure, the supervision arrangements and the clinic-licensing position need to hold up for this buyer and for the next one.

Selling a med spa in Florida

Selling a med spa means showing a buyer that the ownership structure, the clinic-licensing position and the supervision arrangements hold up (ss. 400.9905 and 400.991, Fla. Stat.). I prepare the financials and the consent and treatment records a buyer will review, arrange the medical director amendment or new engagement so it is effective at closing, and set how injectables and device inventory transfer. A franchise owner also needs the franchisor’s transfer terms worked into the timeline. For the sale process in general, see business sale attorney in Florida.

Buying a med spa in Florida

Buying a med spa turns on due diligence: who performs which treatments and under what supervision (estheticians may not inject, F.A.C. 61G5-18.00015), the medical director agreement, consent forms and treatment records, inventory, the lease and any franchise agreement. A buyer that is not wholly owned by licensed health care practitioners may need a clinic license from AHCA unless an exemption applies (ss. 400.9905 and 400.991, Fla. Stat.). I negotiate the letter of intent, then the purchase agreement’s representations, indemnification and holdbacks. For acquisitions in general, see business acquisition attorney in Florida.

Florida rules that shape a med spa deal

Ownership and clinic licensing. Florida does not have a corporate practice of medicine doctrine that bars non-physicians from owning a medical spa. Instead, the Health Care Clinic Act requires an entity that provides health care services and tenders charges for reimbursement to hold a clinic license from the Agency for Health Care Administration unless an exemption applies. A practice wholly owned by licensed health care practitioners is generally exempt, and a licensed clinic must have a medical director or clinic director who accepts legal responsibility for its compliance (ss. 400.9905, 400.991 and 400.9935, Fla. Stat., as of October 2026).

Who may perform treatments. Physicians may administer Botox and dermal fillers. Physician assistants may do so under physician supervision, and APRNs under a supervisory protocol with a physician. Registered nurses may administer them on the order of a physician or another authorized practitioner. Estheticians may not inject (ss. 458.303, 458.347, 464.003, 464.012 and 477.013, Fla. Stat.; F.A.C. 61G5-18.00015, as of October 2026). Non-physicians perform laser hair removal under a physician’s direct supervision (s. 458.348, Fla. Stat.).

Consent and records. Informed consent covers the procedure, its alternatives and its substantial risks; a signed consent creates a presumption that consent was valid (s. 766.103, Fla. Stat.). Consent forms and treatment records are reviewed in diligence.

Sales tax. Medical and cosmetic services, including Botox, fillers and laser treatments by a licensed provider, are not subject to Florida sales tax; retail product sales can be (s. 212.05, Fla. Stat.; F.A.C. 12A-1.020, as of October 2026).

Occupancy cost. Rent for commercial real property is no longer subject to Florida sales tax or local surtax for rental periods beginning October 1, 2025 (Department of Revenue TIP 25A01-04, July 24, 2025), which changes the occupancy-cost line in a deal model built on older leases.

Before the first call

Having these ready makes the first conversation more useful:

Profit and loss statements and tax returns for the last three years
The ownership chart and any management agreement
The clinic license or exemption status
The medical director agreement and supervision protocols
Consent forms and treatment-record templates
Product and device inventory, and any franchise agreement

Questions owners ask

What does a med spa attorney do in Florida?

A med spa attorney reviews the ownership structure and clinic-licensing position, the supervision arrangements and the medical director agreement, consent forms and treatment records, inventory and any franchise terms, and negotiates and drafts the letter of intent, purchase agreement and closing documents.

How much does a med spa attorney cost?

Flat-fee engagements are available for most transactions; fees are quoted per matter after a scoping call. Cost depends mainly on the structure, the amount of due diligence and the number of documents and parties.

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

Yes. Florida has no corporate practice of medicine doctrine, but the business may need a clinic license from AHCA unless an exemption applies, and medical decisions stay with licensed professionals (ss. 400.9905 and 400.991, Fla. Stat.).

Does the medical director agreement survive a sale?

In an asset sale, only if the agreement is assigned or a new one is signed. In a sale of the entity, it stays with the clinic unless a change-of-control clause says otherwise. If the medical director changes, a licensed clinic must report the change to AHCA within 21 days (s. 408.810, Fla. Stat., as of October 2026). A change of ownership of a licensed clinic also requires 60 days’ notice and a license application by the new owner (s. 408.807, Fla. Stat., as of October 2026). I arrange the amendment or new engagement so it is effective at closing.

Are my treatments subject to sales tax?

Medical and cosmetic services by a licensed provider are not; retail product sales can be (s. 212.05, Fla. Stat.; F.A.C. 12A-1.020).

Should I sign the letter of intent before talking to a lawyer?

It is better not to. Economic terms lock at the LOI stage and later documents rarely change them, so exclusivity, the diligence period and the binding provisions are worth setting deliberately before you sign.

Does the spa need to register for office surgery?

An office that performs Level II or Level III office surgery must register with the Department of Health (s. 458.328, Fla. Stat.); routine injectables and lasers do not trigger that registration.

How are fees set?

Flat-fee engagements are available for most transactions; fees are quoted per matter after a scoping call.

How a deal moves from first call to closing

Pre-LOI (3–6 weeks)

Regulatory review (clinic-licensing position, medical-director continuity, FDA classification of inventory, state med-spa rules). Many med spas need pre-deal entity-stack cleanup.

LOI (2–3 weeks)

LOI includes treatment of medical-director continuity, MSO/PC structure assumptions if applicable, and franchise-agreement assignment if applicable.

Due Diligence (4–10 weeks)

Health Care Clinic Act, Stark / anti-kickback review where physician services are involved, FDA inventory transfer mechanics, patient consent and waiver review, infection-control documentation, advertising-compliance review.

Definitive Agreement (3–5 weeks)

APA structured around the spa’s ownership and clinic-licensing position. Medical-director engagement carries forward via amendment or new agreement. Inventory schedules itemize FDA-classified items.

Closing (1 day)

Funds wire, the new owner’s clinic license application (with the seller’s 60-day notice to AHCA), medical-director engagement effective, inventory transfer.

Post-Closing (3–18 months)

Clinical handover, marketing-compliance review, franchise-vendor renewals, payor billing transitions.

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