Our health law firm represents medical practices and healthcare businesses in the business dissolution process. Sooner or later, every business partnership will end, whether by death, dispute, or simply different directions for owners and partners. The dissolution process always involves much more than just closing the door with healthcare businesses.
Health Law Attorneys
Our health law firm represents owners of medical practices and other healthcare businesses in the dissolution process, including the following services:
We help you determine proper valuation, accounting, allocation and distribution of business assets, from exam tables to accounts receivable. We work with you to fairly evaluate value and take proper steps to ensure that your financial interests in practice assets is properly protected in all legal documentation of the dissolution.
We help you inventory and assess all potential liabilities, existing or on the horizon so that you can ensure those risks are properly accounted for in legal documentation and you can sleep at night.
We help you evaluate important contracts – property leases, equipment leases, maintenance contracts, employment agreements, service agreements and third party (health plan) contracts -- so that you can protect your contractual rights and meet all contractual obligations that survive the dissolution.
HIPAA and Regulatory Compliance
We help you assess what steps you must take to ensure that in dissolving, you remain compliant with HIPAA, HITECH and other regulations and that your financial interests are protected in the event former partners are not compliant.
Staffing and Compensation
We will analyze potential exposure for any legal issues associated with staffing changes and ensure the dissolution process protects you from liability associated with any decisions taken by your former partners.
Disputes and Litigation
Our health law firm will zealously advocate for you in court, arbitration or mediation, as necessary, should you have a dispute with a former co-owner of the business or any third party.
Your Health Law Counsel
If concluding a healthcare business, why do I need a lawyer?
Unfortunately, dissolution of a healthcare business is rarely done without a hitch. Unwinding partnership affairs and financial ties are typically much more involved endeavors than starting the business – especially for medical practices and other healthcare businesses, which have very unique risks associated with patients. The legal issues associated with regulatory compliance may survive dissolution of a medical practice or venture, particularly with patient care issues and safekeeping of medical records. Walking away and locking the door will not end all legal and regulatory obligations and attending business risks.
Underscoring this reality, the Georgia Secretary of State's office recommends that owners of dissolving corporate entities should "obtain professional legal, tax and/or business advice to assure the filer's goals and intentions are met, that requirements of the law are satisfied and that the shareholders, officers and directors are protected even after the dissolution."
Entity form will affect proper dissolution steps, which should be analyzed with the assistance of a skilled business lawyer. A corporation in Georgia, for example, is dissolved by (if it has issued shares) filing a notice of intent to dissolve and articles of dissolution. The notice must state the name of the corporation, the date dissolution was authorized, a statement that the dissolution was approved by shareholders pursuant to O.C.G.A. § 14-2-1402, and a statement that publication of the notice of intent to dissolve will be made pursuant to O.C.G.A. § 14-2-1403.1(b). The articles must state the name of the corporation, the date on which the notice of intent to dissolve was filed and a statement that the notice has not been revoked, that all known debts, liabilities and obligations of the corporation have been paid or that adequate provision, therefore, has been made, that all remaining assets of the corporation have been distributed to shareholders according to their rights, or that adequate provision has been made for such distribution, and that there are no court actions pending against the corporation or that adequate provision has been made for any such actions. "Dissolution" of any form of business may require valuation and liquidating business assets, a division of assets, and proper steps to separate business and personal liability.
In addition to formal dissolution of the corporate entity, if the business is co-owned, there will likely be legal requirements to properly address any owners’ agreement. Where an agreement is not properly terminated, a partner may expose himself to continued liability for the acts of the other partner(s). Partnership agreements may also limit the business activities or rights of the partners following termination of the shared business enterprise. Any form of agreement between partners, shareholders, LLC members or other business owners should be evaluated by a qualified business lawyer. It is always important to ensure that legal disputes be avoided if possible, though it is typical that partners wrangle over competing financial interests.
The dissolution of medical practice and other healthcare businesses involve some unique issues that do not apply to other businesses. For example, determining which physician will maintain particular patient medical records can be a complicated problem, depending upon the particular circumstances of the medical practice. There are certain benefits, duties, expenses and significant liabilities associated with possession of patient medical records. In a related vein, when a medical practice ends and the physicians set up separate practices, their responsibilities for Protected Health Information (PHI) possessed by the dissolving entity do not end. Regulatory issues do not end with the termination of medical practice; in fact, typically, the significance of the regulatory issues will be enhanced by the termination of the medical practice. Particular steps are needed to ensure that each physician remains compliant with HIPAA and, ideally, that each physician is properly protected against past or future non-compliance by a former partner.
Division of medical practice assets is another subject prone to disputes. Disagreements would typically involve the value and utility of particular assets and what consideration is due for them. Through a healthcare attorney, experts in valuation issues are often needed to aid divorcing physician partners in arriving at fair terms for dividing up practice assets.
Our business and health law firm is focused on helping medical practices and healthcare businesses. To schedule a confidential consultation, email us at firstname.lastname@example.org.