> ## Documentation Index
> Fetch the complete documentation index at: https://www.practiceownersguide.com/llms.txt
> Use this file to discover all available pages before exploring further.

# Ownership paperwork

> Operating and shareholder agreements, and the buy-sell terms to settle before you have a partner problem.

<Note>
  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.
</Note>

Solo owners can run on default rules for a while. The moment there are two
owners, or a [friendly-physician
structure](/guides/own-a-practice-without-a-license), the agreements are the
business.

## The core document

PLLC: an **operating agreement**. PC: **bylaws plus a shareholder agreement**.
Either way it should answer, in writing, before the first disagreement:

| Question         | What to settle                                                                                               |
| ---------------- | ------------------------------------------------------------------------------------------------------------ |
| Who owns what    | Percentages, capital contributed, whether sweat equity vests                                                 |
| Who decides what | Day-to-day authority vs. decisions needing all owners (debt, new partners, selling, big contracts)           |
| How money leaves | Compensation formula vs. profit distributions, and the order (salaries, then tax distributions, then profit) |
| How owners exit  | The buy-sell terms below                                                                                     |
| Deadlock         | A tiebreaker: mediation, buyout trigger, or shotgun clause                                                   |

## 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](/guides/own-a-practice-without-a-license) 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).

## Related

* [Choose your legal entity](/guides/choose-your-entity)
* [PC vs. PLLC, and the S-corp election](/guides/entity-tax-basics)
* [Bring on associates or partners](/guides/associates-vs-partners)
* [Owning a practice when you're not a physician](/guides/own-a-practice-without-a-license)
* [Malpractice and business insurance](/guides/malpractice-and-insurance)