Not legal advice. These documents are exactly what you pay a healthcare
attorney to draft. This page is your term-sheet checklist for that meeting.
The core document
PLLC: an operating agreement. PC: bylaws plus a shareholder agreement.
Either way it should answer, in writing, before the first disagreement:
The buy-sell terms (the part people skip)
Every agreement needs the triggers (death, disability, license loss,
retirement, voluntary exit, termination for cause), a valuation method
agreed now (formula, appraisal process, or scheduled value updated annually;
“we’ll figure it out” is how practices end up in litigation), payment
terms (buyouts paid over 3-5 years with interest, so the practice survives
writing the check), and insurance funding (life and disability policies
sized to the buyout, so the money exists when the trigger fires).
Healthcare-specific clauses
Ownership must stay licensed: shares transfer only to licensed clinicians in
CPOM states, which is also the mechanism behind
stock transfer restriction
agreements in MSO models. Add
what happens to payer contracts and the practice’s TIN on an exit, and
whether departing owners can compete (state rules on physician non-competes
changed a lot recently, get current advice).