If you, as a general practitioner or specialist, are about to buy or sell a practice or part of a practice, the first step is usually to negotiate and agree on the purchase price, possibly with the assistance of an accountant or lawyer.
However, there are a number of other issues that should be agreed upon in connection with the transfer of a medical practice so that there is a common understanding of the overall framework for the practice transfer.
This includes:
- The time of the practice acquisition
- Terms for any purchase price adjustment
- The valuation of any inventory and the principles behind it
- Entry into tenancy or ownership of real estate and the principles thereof
- Employee management
- The scope of the practice transfer in general; including whether there are assets that are not to be transferred to the buyer, or ongoing agreements that the buyer does not want to enter into
- Any restrictions on competition for the seller
- The breakdown of costs for drafting agreements, including who drafts which agreements
- It is also important to determine the ownership structure, including whether a buyer should set up in the corporate tax regime or via a company
In addition, the nature of the practice may dictate that there are special conditions that should be agreed upon as part of the overall framework for the practice transfer.
This may be the case, for example, when establishing a generational change, where the term and the handling of unforeseen circumstances, such as the buyer's long-term illness, should be clearly regulated.
It is also conceivable that a seller who has previously run a solo practice takes on a new partner by virtue of a shared practice license, where there should be a clear framework for handling the possible situation where the shared practice license expires or lapses.
Once the terms of the practice transfer have been negotiated and the transfer agreement is agreed upon, the transfer agreement can be signed.
In the time between the signing of the transfer agreement and the transfer date, the conditions to be fulfilled are clarified, which typically include
- PLO or FAPS' approval that the agreed terms are in accordance with applicable rules, including collective agreements
- Confirmation from the region of the buyer's reduction in general practitioner or specialist practitioner status
- Entering into a new or joining an existing partnership contract, ownership agreement or cooperation agreement
- Entering into a new or joining an existing lease if the practice operates from rented premises
- Dialogue with credit institution and/or bank if the practice owns the practice property and the purchase price is partially rectified by debt assumption
With CLEMENS, you are guaranteed an experienced advisor, so you can feel safe and calm throughout the entire process.
We also advise on the other legal and practical challenges that can arise when running or transferring a medical practice.
