The Practice Manager's Guide to Buying a Practice - McMasters ...

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Have you read the section in this manual on leasing practice premises?Is the vendor bankrupt?Have you signed a confidentiality agreement?Should the benefit of any other contracts pass to the purchaser?If the vendor is a company? Does it have the power to sell? Who are the directors? Who are the shareholders" Have any charges been given by the company? Does a bank have to consent to the sale? Have the company's other activities been taken out of the financial information? Is the company being wound up? Are you being asked to buy shares in a company? Will you be responsible for the debts of the company? Are the directors guaranteeing the performance of the company?Other matters Does a business name need to be transferred? Do any trademarks or logos need to be transferred? Are staff needed? Who pays for long service leave, annual leave and sick leave? Should there be new employment agreements? Have you seen the patient files? How many patients has the practice seen this month? This week? Do telephones need to be changed? Do specialists and allied health professionals need to be advised of the change? What medical services (eg pathology and radiology) are used in the practice? How will patients be advised? Do leases on plant and equipment have to be adjusted against the purchase price? Do plant and equipment lessors need to be contacted? How can you be sure the vendor owns the practice? Should you place a caveat on the premises? Are any special licences or advices required? Who will collect patient debts? Have all legislative disclosure requirements been satisfied?Some details Who is the vendor's solicitor? Who is the vendor's accountant? Who pays for the sale documents? Is stamp duty payable? If so, who pays stamp duty?30
APPENDIX 2 Sample Sale of Practice AgreementSALE OF BUSINESS ASSETS AGREEMENTTHE VENDOR PTY LTD A.C.N. 000 000 000THE VENDORANDTHE PUURCHASER PTY LTD A.C.N. 111 111 111AS TRUSTEE FOR THE PURCHASER PRACTICE TRUSTTHE PURCHASERMCMASTERS’ SOLICITORS & CONSULTANTSA.C.N. 093 279 83571 TULIP STREETCHELTENHAM VICTORIA 3192TELEPHONE 03 9583 6533FACSIMILE 03 9583 6733E-MAIL TERRY@MCMASTERS.COM.AU31
Page 1 and 2: The Practice Manager’s Guideto Bu
Page 3 and 4: The value of a practice, and especi
Page 5 and 6: On the other hand, buying into an e
Page 7: A purchaser will normally be intere
Page 10 and 11: that are not shown in the balance s
Page 12 and 13: If the new doctor is buying into a
Page 14 and 15: yields a maintainable net profit pe
Page 16 and 17: given to sharing the premises with
Page 18 and 19: ooyounger doctors do not see propri
Page 20 and 21: Whatever the motivation behind the
Page 22 and 23: BuyerSellerInformationInformationTh
Page 24 and 25: Step 2: Determine the value of the
Page 26 and 27: It does not consider costs. Some pr
Page 28 and 29: APPENDIX 1CHECKLIST FOR BUYING A PR
Page 32 and 33: THIS AGREEMENT is made at 17 Brown
Page 34 and 35: Prescribed Occurrence has the same
Page 36 and 37: 3.2 ExclusionAll express and implie
Page 38 and 39: 5.1 Employment of staff(a)(b)(c)(d)
Page 40 and 41: (f)(g)(h)(i)(j)(k)(l)(m)(n)(o)this
Page 42 and 43: 6.4 Purchaser indemnityThe Purchase
Page 44 and 45: Each Party agrees, at its own expen
Page 46 and 47: SCHEDULEPURCHASE PRICEThe written d
Page 48 and 49: Appendix 3 Goodwill as a Component
Page 50 and 51: Appendix 4 Results of recent sales
Page 52 and 53: Sale 11 2008A married couple, both
Page 54 and 55: Appendix 5 Capitalisation of future

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