August 16, 2012

Question:

Jennifer,

I just finished training, I found a partner and we're ready to start our practice.  We need assistance with our partnership agreement and help with what to do next.  Please advise.

Thanks,
Dr. D

Answer:

Well, that's a broad question with a substantive answer ranging across the board, so let me start by saying this is in no way an exhaustive answer, but I'll try and cover initial concerns, as follows -

  1. Choose your entity, then file AND get corporate kit, AND have executed - I recommend practicing under a corporate structure so you have an additional layer of protection from certain liability.  However, be advised that you cannot insulate yourself from your own malpractice.  The most popular practice structures are a PC or PLLC, some practices are operated as partnerships.  We should discuss in greater detail offline.   I also recommend discussing with your healthcare accountant which structure offers the best tax ramifications for you.
  2. Insurance - procure your malpractice, general liability, errors and omissions, health insurance, dental, workers comp insurance, employer practices liability insurance, etc. 
  3. Property - work with your attorney on your lease or purchase; be sure provisions relevant to your practice are appropriate.  CLICK here for more info. 
  4. Define relationships - Depending on which entity you choose will vary which document is applicable for the arrangement between you and your partner.  (Shareholder Agreement for PC, Operating Agreement for PLLC, Partnership Agreement for LLP)  What we would to do start is go over in detail what split you are anticipating between both parties, who will be responsible for what, what ownership interest each person will have, what management responsibility, buy-out provisions, etc.  We will also try to discern to what degree you want your arrangement set forth in an agreement.  Some practices operate with a shareholder agreement only, while other practices operate with an shareholder agreement and each shareholder/owner gets his/her own employment contract as well.  To simplify this process, after our initial intake, we would provide you with a term sheet for you and your partner to review.  We would work with you to confirm terms and then put pen to paper.  Each party may want his/her own legal counsel. 
  5. Tax ID - Obtain once entity is filed - BEGIN CREDENTIALING WITH INSURANCE COMPANIES!!!!
  6. Financing - work with a professional to obtain start up capital as a loan or line of credit is needed.  Money is available to healthcare practitioners are very low interest rates.  Talk to a few banks (let me know if you need a recommendation) to check rates for yourself. 
  7. Staff up - begin thinking about administrative staff and any professional staff you may think you need at this point in time. Don't be shy with potentials.  Background check, drug test if you like, but be sure to have proper consent prior to doing so.  
  8. Compliance - Begin the right way with a compliance foundation - employee handbook, policies, HIPAA compliant.  And yes, you will need to work with your lawyer on this. 
  9. Ancillary Relationships - Billing company, ancillary providers, labs, testing companies, consultants, marketers, etc., should all have a contract with you or your practice prior to rendering services, and any and all such relationships are required to be structured properly.  Be sure to work with counsel when finalizing any such arrangements.  Best to call your lawyer before entering into terms with any of the above so that a deal is not struck improperly. 
  10. Marketing - be sure that any and all marketing materials comply with applicable laws, rules and regulations, including your website and content being placed on social media!

Each individual factor set forth above deserves its own newsletter, and if you would like additional information or for me to expand upon the above for the benefit of the listerv, let me know.