Agreements between practitioners: what happens when one leaves and takes their patients
Nextica Law & Tax drafts the agreement between the practitioner partners of a healthcare centre, which looks nothing like an ordinary company's: profit-sharing rules based on the activity each one brings and not only on capital, lock-in and notice periods matched to the patient schedule, post-contractual non-compete with a reasonable radius and term, what happens if a partner stops practising, retires or loses their professional licence, valuation of the shareholding, and what becomes of the medical records and patient information when someone leaves.
In a clinic, the partner who leaves does not take a shareholding: they take the patients who came to see them.
What's included
1. Profit-sharing rules matched to a clinic's reality
what share of the result follows capital and what share follows the activity each practitioner brings.
2. Lock-in and notice periods sized with the patient schedule in front of you, not with the corporate calendar.
3. Continuity of care for treatments already started when someone leaves, and how that is communicated to patients.
4. A post-contractual non-compete with a proportionate radius, term and consideration, so the clause survives a challenge.
5. Forced exit events
suspension, disqualification, retirement or prolonged incapacity, defined one by one.
7. What happens to the medical records and patient information when a partner leaves, which is the centre's responsibility and not the practitioner's.
THE PARTNER WHO LEAVES DOES NOT TAKE A SHAREHOLDING
They take the patients who came to see them, and that is not solved by the percentage but by what was agreed beforehand.
An excessive non-compete
patients freely choose who they see and that freedom cannot be contracted away against them. A clause with no reasonable limit in time, territory and activity is struck down in full and leaves the centre with no protection at all.
A partner who loses their licence and remains a partner
with no provision in the agreement, they keep drawing dividends and voting, and in a professional partnership they may also jeopardise compliance with the statutory regime itself.
Law 2/2007 on professional partnershipsMedical records treated as the practitioner's own client base
custody of and responsibility for clinical documentation belong to the centre, and a departure where someone takes copies without an agreed route is a data protection problem as well as a corporate dispute.
Law 41/2002 on patient autonomyDIFFERENCE BETWEEN STATUTES AND SHAREHOLDER AGREEMENT
| Articles of Association | Parasocial pact | |
|---|---|---|
| Is it public? | Yes — registered in the Commercial Registry. Opposable to all. | No — confidential. Only links to the signatories. |
| Is it mandatory? | Yes — without bylaws there is no society. | No — but essential with 2+ partners or investors. |
| Modification | Board agreement + notarial deed + registration. | Private agreement between the signing partners. No registration cost. |
| What regulates | Basic structure: capital, organs, legal quorum, social object. | Relationships between partners: exit, entry, investment, governance, conflicts. |
| Prevalence | In front of third parties and society itself. | Between the signing partners. Not enforceable against the company or third parties. |
Is it public?
Is it mandatory?
Modification
What regulates
Prevalence
Frequently asked questions
Can I stop a departing partner from taking patients with them?
Not entirely: patients freely choose who they see, and that freedom cannot be contracted away against them. What is possible is a post-contractual non-compete between the partners, limited in time, territory and activity, and with proportionate consideration; an excessive clause is struck down in full and leaves the centre with no protection at all. And there is something that works better than a prohibition: agreeing the notice period, how the departure is communicated to patients, and continuity of care for treatments already started, which is where the real conflicts happen.
What happens if a partner loses their licence to practise?
If the agreement did not provide for it, a partner who cannot practise remains a partner, keeps drawing dividends and keeps voting — and in a professional partnership may also jeopardise compliance with the statutory regime itself. So the agreement must treat it as an exit event: define the situation —suspension, disqualification, retirement, prolonged incapacity—, provide a pre-emption right for the other partners or the company, and fix the valuation method and payment terms in advance, so the argument does not arrive just when the relationship has already broken down.
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