Partnership and LLC

Working as a partner provides an opportunity to share in the various aspects of running a chiropractic practice.

Planning

Partnership Considerations

While a partnership can be a great way to leverage resources, a poorly written (or lack of)  partnership agreement can open you up to liability issues. Even if you're partnering with a friend or family member, it's important that you treat this as the business relationship it is. Working with your attorney is advisable.


Here are some considerations if you think a partnership is in your future.

Determine How Income Will Be Generated and Distributed

Many people go into a partnership thinking their income will be equal. Then, when one doctor starts generating more revenue, problems begin.

That's why it's best to determine variable expenses and income distribution based on each doctor's individual productivity.

For example, you may decide that if one doctor brings in 60 percent of the gross, that doctor should receive 60 percent of the income and be responsible for 60 percent of the variable expenses (e.g., staff wages and benefits, utilities and advertising).

As for fixed expenses, these should be identified and generally will be split 50/50. Examples of fixed expenses include the lease or mortgage, insurance, telephone, and standard maintenance expenses (snow removal, office cleaning, etc.).

Identify Who Does What

On a related note, make sure to clearly delineate authority from day one. For example, make it a policy that unless all partners agree, equipment cannot be purchased out of corporate profits.

The main thing is to determine what works for you and your partner in advance – while everyone is in agreement.

Make Sure Insurance Coverage Is In Place.

In addition to obtaining professional liability insurance, you should evaluate your other insurance needs.

For example, be certain there is a buy/sell arrangement in place (covered by life insurance). In the event of a sudden death, this arrangement means the surviving partner won't have to be concerned with obtaining money to purchase ownership. It also can provide the family of the deceased doctor with income.

You'll want to have each doctor covered by a disability insurance policy. In addition, you should address how to handle the expenses and income distribution of running the partnership if one partner can't work at all.

Provide for a Graceful Exit Strategy

Whatever the reason may be to dissolve a partnership, it makes sense to establish methods for buy-out and value determination while both parties are in agreement. Also, you may want to consider including a non-compete clause or contract language providing for a lump-sum payout if the exiting partner leaves to open a practice within a defined area. This can always be waived if the break-up is amicable, however, language must be in place for the worst-case scenario.

Work with an Attorney

Many relationships last due to trust and the fact that both parties have a high level of integrity and a strong sense of ethics. Relationships often deteriorate because working daily with someone reveals not only their enormous strengths but also character flaws, which may not have been apparent outside a close working relationship. It's advisable to build into your agreement a mechanism for arbitrating issues that could have a significant influence on the partnership.

Of course, it's virtually impossible to build every possible contingency into a contract, especially when you're dealing with people. However, the more issues you can address up front, the better the chances of a lasting relationship. So, enter your partnership by preparing for success, but considering the possibility of failure. In this regard, a properly constructed agreement crafted by an attorney will make any parting of the ways considerably less stressful and costly.


The information in the NCMIC Learning Center is offered solely for general information and educational purposes. It is not offered as, nor does it represent, legal or professional advice. Neither does this information constitute a guideline, practice parameter or standard of care. You should not act or rely upon this information without seeking the advice of an attorney familiar with the specific legal requirements of the state(s) in which you practice. If there is a discrepancy between the site and an insurance policy you have with NCMIC, the policy will prevail.