A clinic's company: professional partnership and the holder named on the licence
Nextica Law & Tax orders a healthcare centre's corporate structure: when the activity requires incorporation as a professional partnership under Law 2/2007 and what that means for capital, the management body and insurance; separating the company that holds the centre from the one that runs the business; and —the point almost nobody ties up— consistency between the holder named on the healthcare licence under RD 1277/2003 and the one on the commercial register, because a badly sequenced corporate change forces the licence to be reopened.
The healthcare licence names a specific holder. Changing the company without checking it can leave the centre operating under a name that no longer exists.
What's included
1. Analysing whether the activity requires incorporation as a professional partnership or whether what exists is a services company, which is not the same thing.
2. Adapting capital, the management body and insurance to what that regime requires, and registering with the professional body where applicable.
3. Separating, where appropriate, the company holding the centre from the one running the business, with the risk allocation that allows.
4. Checking that the holder named on the healthcare licence matches the one on the commercial register.
5. Planning the order of steps in a reorganisation
first notifying the change of holder, then the deed, never the other way round.
6. Preparing for an investor group's entry
internal due diligence, articles and shareholders' agreement coordinated.
7. Updating powers of attorney and beneficial ownership after each transaction.
THE LICENCE IS IN A SPECIFIC NAME
And that name is a legal entity that can cease to exist in a reorganisation carried out in the wrong order.
Changing the holding company without notifying the change of holder
the operating licence is granted to a specific centre, a specific holder and a specific range of services, and in the meantime the centre is licensed in the name of someone who no longer runs it.
RD 1277/2003Operating as an ordinary commercial company when the activity requires a professional partnership: the regime imposes a majority of professional partners, its own liability and insurance rules, and registration with the professional body. The classification is not cosmetic.
Law 2/2007 on professional partnershipsAn investor group coming in without prior internal due diligence
what the buyer will find —the licence, the range of services actually provided, insurer contracts, open claims— is exactly what is worth having in order before they ask.
WHAT LEGAL FORM SUITS YOU? — COMPARATIVE ANALYSIS
| Limited Liability Company (LLC) | Public Limited Company (PLC) | Self-employed individual | |
|---|---|---|---|
| Legal framework | Royal Legislative Decree 1/2010 (LSC), arts. 86-310 | Royal Legislative Decree 1/2010 (LSC), arts. 1-85 and 162-310 | ET + LIRPF + Law 20/2007 TRADE |
| Minimum capital | €3,000 · no mandatory total immediate payment | 60,000 € · 25% minimum paid in the incorporation | No minimum capital |
| Responsibility | Limited to the contributed capital · personal assets protected | Limited to the contributed capital | Unlimited — responds with all of their personal and family assets |
| Taxation | IS 25% (15% new contributors first 2 years with positive BI) | IS 25% | IRPF marginal rate (up to 47% in Catalonia) |
| When to choose it | Most SMEs, startups, family businesses, and groups with multiple partners. Flexible and with lower incorporation costs. | When an IPO is anticipated, large capital increases with many investors will be made or the company will surpass a certain volume. | One-time activity, very low income, or starting activity with no significant risk. Not recommended if there is a risk of significant debts. |
Legal framework
Minimum capital
Responsibility
Taxation
When to choose it
Frequently asked questions
Does my clinic have to be a professional partnership?
It depends who provides the service in the client's eyes. Law 2/2007 requires incorporation as a professional partnership where the company's object is the joint exercise of a professional activity — that is, where it is the company that practises and invoices the activity for which a qualification and professional registration are required. A services company —providing premises, equipment and support staff while each practitioner practises and invoices on their own account— is a different thing. The classification is not cosmetic: a professional partnership requires a majority of professional partners, its own liability and insurance regime, and registration with the professional body.
I am reorganising the company. Does it affect the centre's licence?
Almost always, which is why the order of steps matters. The operating licence under RD 1277/2003 is granted to a specific centre and a specific holder, with a specific range of services. Changing the legal entity that holds it —through a merger, a demerger, contributing the business to another company, or simply switching operating company— is a change of holder that must be notified and reflected by the health authority. Doing it after signing the deed turns a routine formality into a problem, because in the meantime the centre is licensed in the name of someone who no longer runs it.
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