Selling your clinic to a group: what is bought is the licence and the range of services
Nextica Law & Tax supports the sale and purchase of healthcare centres in a consolidating sector: due diligence on the RD 1277/2003 operating licence and on whether the services actually provided match those authorised, review of contracts with insurers and mutual funds and their change-of-control clauses, quantifying the liability from patient claims and the real scope of the professional indemnity policy, the treatment of medical records on transfer, and the price structure with its warranties and holdbacks.
A centre is bought for its turnover, and then half its service range turns out to be provided outside what is authorised.
What's included
1. Checking the operating licence is current and that the authorised range of care includes every unit actually being run.
2. Comparing premises and equipment against what was declared, and reviewing whether any relocation or extension went unnotified.
3. Reviewing contracts with insurers and mutual funds, with particular attention to their change-of-control clauses.
4. An inventory of open incidents and of treatments at risk of a claim, with their quantification.
5. Analysing the professional indemnity policy
retroactive cover period, extended reporting period and who pays for it.
6. The treatment of medical records on transfer, which are special category data and not just another asset.
7. A price structure with warranties, holdbacks and conditions precedent tied to the regulatory findings.
WHAT IS BOUGHT IS THE LICENCE, NOT THE TURNOVER
The costliest findings in a clinic acquisition are not on the balance sheet, which is why they never appear if the due diligence is only financial.
A unit opened without extending the licence, an unnotified relocation, or a new technique simply added: the licence is granted with a specific range of care, and half a service portfolio provided outside what is authorised either moves the price or becomes a condition precedent.
RD 1277/2003A claims-made policy with no analysis of retroactive cover
if it covers claims notified during the policy period, an event from three years ago can fall outside cover when the claim arrives after the policy changes or lapses. The extended reporting period is negotiated in the deal, not afterwards.
art. 73 of Law 50/1980 on Insurance ContractsMedical records transferred like any other file
they are special category data, and their treatment on transfer requires a legal basis, information duties and specific measures. Resolving it in the deed rather than beforehand leaves closing hanging on something that is not negotiable.
art. 9 General Data Protection RegulationFrequently asked questions
What is looked at first in a clinic's due diligence?
The licence, not the accounts. You check that the centre holds a current operating licence under RD 1277/2003, that the authorised range of care includes every unit actually being run, and that the premises and equipment match what was declared. That is where the sector's most expensive findings appear: a unit opened without extending the licence, an unnotified relocation, or a new technique simply added. None of that shows on a balance sheet, and all of it either moves the price or becomes a condition precedent.
Does the professional indemnity policy cover what happened before the purchase?
It depends how it is drafted, and it is one of the reviews that moves the most money. Many policies in the sector operate on a claims-made basis —they cover claims notified during the policy period— so an event from three years ago can fall outside cover if the claim arrives after the policy changes or lapses. So in a transaction you have to review the retroactive cover period, whether an extended reporting period is purchased and who pays for it, and cross-check it against the inventory of open incidents and treatments at risk of a claim.
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