Bitesize GP & Pharmacy advice from our Primary Care team

GPs

Part 1 - The need for a deed

One of the most important pieces of advice we give as lawyers acting for medical practitioners is the need for a partnership deed.

A partnership deed is a legally binding document between partners that sets out how the business is run – rights, responsibilities, obligations, and the practical details of how you work together. It is essential in modern medical practices to provide clarity and avoid confusion down the line.

Without a formal written agreement, your practice is likely to be a partnership at will, relying on legislation from 1890. The Partnership Act has its place, but it doesn’t cover the realities of running a busy, modern GP practice.

A good partnership deed should be tailored to your practice, reflect your current setup and deal with the issues that matter to you.

You might be thinking, “we already have a deed” but the real question is – is it up to date?

Having no deed can lead to disputes but so can having an outdated one. The cost of resolving a dispute is significantly higher than the cost of updating your partnership deed.

So here’s a reminder of the sorts of things you need to check:

• Is it up to date?
• Have all the partners signed it?  If not, you may be operating as a partnership at will, which can lead to a myriad of problems and dispute
• Does it reflect how your business currently operates?  As the NHS and legislative landscape changes your deed may need to adapt.

If in doubt, now is the time to check. 

Part 2 - Thinking about retiring from your GP partnership?

This is likely to be one of the biggest decisions in your professional life — and it deserves a careful, structured approach.

Following our advice in Part 1 above about the importance of having a current and valid partnership deed, retirement is one of the clearest examples of why that document is fundamental. A clear deed and well-planned exit protect your interests, your colleagues, and your patients.

Here are some of the key points to think about:

• Check your partnership deed – understand what it says about notice, retirement terms, and financial arrangements
• Know your timescales – when and how you must give notice, and what happens next
• Involve your accountant early – they will help you manage your finances, capital accounts, and tax efficiently
• Check what needs to be done in relation to partnership property
• Notify the relevant bodies – including the ICB, PCSE, CQC and your MDO
• Protect yourself and your partners – do you need a Deed of Retirement?

Every practice is different, and the detail in your partnership deed will determine what steps you need to take. Getting specialist advice early can make all the difference — saving you time, cost and stress later on.

Part 3 - Taking on a new partner in your GP practice? 

This is an exciting step but one that needs to be done properly.

When a new partner joins your partnership, properly documenting their arrival is essential. If you have an up to date, well drafted partnership deed, a deed of adherence may suffice. However, it may be the right opportunity to re-write your partnership deed. 

If you are able to admit your incoming partner by way of deed of adherence, this document formally adds your new partner to your existing partnership deed, confirming they agree to its terms and that all partners accept them into the partnership.

This is another reason why the need for a deed is so important. 

Here are some key steps to think about:

• Review your existing partnership deed – do you have one and is it up to date? Or does this need re-writing?
• Prepare a deed of adherence – this legally admits the new partner to the terms of your existing deed subject to any necessary changes
• Agree financial terms – capital contributions, drawings, profit share and liabilities – these all needed to be included in the deed of adherence
• Involve your accountant early – to align figures, valuations and ensure the financial position is accurately recorded
• Update external parties – including your bank, ICB, PCSE, CQC, indemnity provider and insurers
• Keep everything documented – all partners (new and existing) should have full copies of all relevant documentation. 

Getting this right protects everybody.

Pharmacy

Acquisitions

Buying a pharmacy is always an exciting step, but the process is often misunderstood. Having a legal team that genuinely understands how the pharmacy sector works can make all the difference.

What are the key steps to take in pharmacy acquisition?

Heads of terms

This is the preliminary document that sets the commercial framework for the deal. They serve as a foundation for more detailed contracts to be signed later and act as guides for everything that follows.

Due diligence

This is a comprehensive process and involves financial, legal and regulatory checks being carried out in relation to the business, including NHS and other contracts, staffing, leases, licences, and compliance. It is essentially an investigation conducted to confirm facts about the target company to assess its suitability for the acquisition, helping mitigating risks and informing the parties of negotiations regarding the deal. This is crucial for uncovering hidden liabilities and understanding the company’s value and operations.

Drafting & negotiation

Asset or share purchase agreements, warranties, indemnities and all the transfer documents. This is where sector expertise really matters and is another crucial step for ensuring compliance and protecting the interests of all parties involved. 

NHS contract transfer

If an NHS contract is involved, the transfer process is critical and can drive the overall timeline of your acquisition. It is vital that you have a legal team who understand the process and can help you achieve the many strict compliance processes. The process varies depending on whether the pharmacy being acquired is in England, Wales or Scotland.

Property

The property element of the transaction is crucial. Whether this be a lease assignment/assignation, landlord consent or negotiating a new lease — the property piece will run alongside everything else. Our specialist cross-border real estate teams know all there is to know about pharmacy property and the legal process of acquiring a pharmacy. 

Regulatory notifications & post-completion steps

It is crucial that you are aware of essential regulatory notifications and post-completion steps to ensure compliance and a smooth acquisition. Things to think about are your General Pharmaceutical Council, Scottish Health Board notifications, controlled drugs accounts, Standard Operating Procedure updates and ensuring a seamless handover of the pharmacy’s day-to-day operations in compliance with Data Protection provisions.