The Complex Legal Process of Selling a Medical Practice

By David Hood
Partnership Chair

Selling a medical practice is often more complex and time-consuming than selling other types of businesses. Navigating the legal and business intricacies of such transactions requires careful planning and expert guidance. This is where a North Carolina business attorney can play a critical role, providing valuable insights and ensuring a smooth transition. They can assist with valuation, contracts, compliance, and other legal aspects to help you get the most from the sale.

Understanding the Basics: The Legal Intricacies Involved in Selling a Medical Practice

Any sale of a medical practice involves several steps, and the process can take six months or more. Accounting and legal considerations must be handled. Patients must be notified. Staff needs to understand their options. You will have to notify the medical board. Most importantly, a decision must be made as to whether to sell the practice as equity or as assets.

In an asset sale, the seller decides which liabilities and assets to sell to the buyer. An equity sale is when shares of the practice are sold, usually not the entire practice, although all of the equity can actually be sold. In an equity sale, the buyer can assume the agreements, bank accounts, etc., but the buyer also takes over all liabilities.

Evaluating Your Practice: Critical Factors to Consider Before Selling 

Several critical factors must be identified before the sale. It’s a good idea to get a valuation of your practice before selling it. Identifying the assets and liabilities is also important when deciding on a price. 

Understanding the Fair Market Value of the business will be critical when it comes to price negotiations, and it should include the value of what is termed “goodwill” – which will have to be agreed upon by both buyer and seller. 

Handling Critical Documents During a Practice Sale 

The sale of a medical practice involves many important documents, and the drafting of those should be handled by a lawyer. The documents may include:

  • Buy-Sell Agreement
  • Letter of Intent
  • Non-compete and non-disclosure agreements
  • Physician employment contract/agreement
  • Termination or transition letter for staff
  • Patient notification

Patient records will have to be handled very carefully not to violate privacy laws. Patients should have the option of getting a copy of their records to give to their new physicians.

Negotiating Terms and Finalizing the Sale: Legal Steps in Closing the Deal

When selling a medical practice, negotiating terms and finalizing the sale require several crucial steps. It begins with a letter of intent outlining the terms, including the agreed-upon price, payment schedule, and other key conditions. Following this, the buyer conducts due diligence, examining financial records, patient agreements, and regulatory compliance to ensure everything is in order.

Here are the main steps to closing the deal when selling a medical practice:

  • Due Diligence: The buyer reviews the practice’s financials, patient records, and compliance with healthcare regulations. Sellers should ensure their documentation is accurate and organized to facilitate this process.
  • Drafting and Reviewing Contracts: The purchase agreement, usually drafted by the buyer’s attorney, details the terms of the sale, including any non-compete clauses or transitional agreements. It’s essential to work with your attorney to protect your interests.
  • Finalizing the Sale: The closing phase involves signing contracts, transferring assets, and coordinating the transition of patient care. A smooth transition plan is crucial to maintain continuity in the practice.

Successfully selling a medical practice requires careful planning and legal expertise. Engage with experienced professionals to guide you through each step, ensuring a seamless and compliant process.

Need Guidance? Why You Should Seek Expert Advice from a North Carolina Business Attorney

North Carolina business attorneys are well-versed in state-specific laws and regulations related to healthcare, which can be intricate and varied. They can assist with contracts, due diligence, patient record transfer, and any necessary compliance with local, state, and federal laws. Working with a business attorney ensures you have the right guidance to complete the sale with minimal risk and maximum efficiency. Contact us today for a consultation.

About the Author
David W. Hood, Partnership Chair of the Firm, is a trial attorney in a wide-ranging civil practice with over 200 jury trials to his credit. His concentrations include Business Disputes, Construction Law, Personal Injury and Collections. He is also a certified mediator, helping to settle cases pending in both state and federal court. He recently finished his term as President of the North Carolina Association of Defense Attorneys, the organization for lawyers representing business interests in civil litigation. Mr. Hood has spoken to lawyers and industry groups on such topics as evidence rules, contractor liens on real estate and contract funds, underinsured and uninsured motorist coverage, litigation ethics, and real estate claims.