Private practice setup · step 3 of 7
Shareholders' agreements for clinical partnerships
Most clinical partnerships are formed between colleagues who trust each other, which is exactly why the agreement gets postponed. It is needed for the case where that changes, and it has to be written while everyone is still friendly.
What this involves
- Full shareholders' agreements covering both entities in a two-company structure, so the operating and property companies cannot drift apart in ownership or control.
- The provisions people avoid discussing: what happens if a founder stops practising, becomes ill, wants out, or wants to sell to someone the others do not want as a partner.
- Reserved matters, so that decisions above a threshold need agreement rather than being taken by whoever is closest to the paperwork that week.
- Deadlock, valuation and exit mechanics, drafted so that a disagreement does not become a dispute that stops the clinic operating.
- Alignment with the lender's requirements, since covenants and guarantees frequently constrain what the agreement can permit.
The mistake that costs the most
Copying a template off the internet, or leaving it until after the funding completes. A generic agreement will not address clinical practice specifics such as what happens to a shareholder who loses registration or is suspended pending investigation, and lenders often require the agreement to be in place before drawdown. Leaving it late means drafting it under deadline pressure, which is when people concede terms they later regret.
Why this workstream matters
The agreement is the only thing standing between a partnership dispute and a clinic that stops trading. It is also the document that protects the founder who contributed more capital, and the one who contributed more time, from each other's assumptions.
Common questions
Do we need a shareholders' agreement if we trust each other?
Yes, and mutual trust is the reason it is easy to write now and impossible to write later. The agreement is not evidence of suspicion, it is a set of decisions taken while everyone is reasonable, about circumstances in which someone may not be: illness, a founder wanting out, a disagreement about reinvestment, or an unwanted incoming shareholder.
What should a clinical partnership agreement cover that a generic one does not?
What happens if a shareholder loses registration, is suspended pending investigation, or reduces clinical sessions; how income is split between shareholding and clinical activity, which are not the same thing; and how referrals and private patient lists are treated if someone leaves. Generic templates address none of these.
When does it need to be signed?
Before drawdown on any funding, and before the clinic starts trading. Lenders frequently require it as a condition, so leaving it late can hold up completion on everything else.
Reviewed 22 August 2026. Nothing on this page is legal, tax or financial advice, and regulatory requirements change. We work alongside your solicitor and accountant rather than in place of them.
The rest of the programme
These overlap heavily. Running them in sequence rather than in parallel is what adds months to an opening date.
See the full practice setup overview, or our CQC and Ofsted registration support and Provider Selection Regime guide.
Where are you up to?
A director replies, and the first conversation is about sequencing rather than fees.
Shareholders' agreements for clinical partnerships
What is your specialty, do you have premises or partners in mind, and what stage are you at?