Medical Practice Sale and Acquisition Attorney in Florida

Selling or buying a physician practice

Overview

Physician practice transactions move through the densest regulatory environment in healthcare. Stark Law, Anti-Kickback Statute, HIPAA, the Florida Patient Brokering Act, payor credentialing, and ancillary-service rules all touch the deal structure. I handle the documentation and the diligence with that complexity in mind, structuring transactions to fit within applicable safe harbors and exceptions.

What I handle

LOIs and MOUs
Asset purchase, stock, and membership-interest transactions
Stark and Anti-Kickback structural review
HIPAA and patient-record transfer documentation
Payor credentialing transitions
Associate physician employment, restrictive-covenant, and call-coverage agreements

Common pitfalls I plan around

Compensation arrangements that look like they reward referral volume
Ancillary-service ownership structures that fail Stark scrutiny
Patient-record transfers that skip Florida’s patient notice, or share records in diligence beyond HIPAA’s minimum-necessary rule and Florida’s written-authorization rule

Who this is for

Florida physicians selling a solo or group practice, physicians buying into or buying out a practice, and practices taking on outside investors or a management company. Most of these deals sit between $500K and $5M, where the structure has to satisfy the regulators and still make economic sense for the owners.

Selling a medical practice in Florida

Selling a physician practice means preparing the financials, payor contracts and compensation arrangements a buyer will review, and checking before the letter of intent whether the buyer’s ownership changes the clinic-licensing answer under the Health Care Clinic Act (ss. 400.9905 and 400.991, Fla. Stat.). Earn-outs and post-closing compensation are reviewed against the referral laws, the covenant is fitted to s. 542.335, Fla. Stat., and the agreement says who holds the patient records for the 5 years they are kept (F.A.C. 64B8-10.002). For the sale process in general, see business sale attorney in Florida.

Buying a medical practice in Florida

Buying a physician practice, or buying into one, turns on due diligence: payor contracts and payor mix, referral and compensation arrangements, ancillary services, the malpractice policy (claims-made or occurrence) and any telehealth registrations. Most licenses and permits do not transfer to a buyer, and payer credentialing can take time to complete, so it starts early. Medicare billing privileges cannot be sold: the change of ownership is reported to Medicare within 30 days, and a buyer with a new tax identification number generally files its own enrollment (42 C.F.R. 424.516 and 424.550(a) and (c), as of October 2026). I negotiate the letter of intent, then the purchase agreement’s representations, indemnification and holdbacks, and set up the buying entity so its licensing position is clear at closing. For acquisitions in general, see business acquisition attorney in Florida.

Florida rules that shape a physician practice deal

Ownership and clinic licensing. Florida does not have a corporate practice of medicine doctrine that bars non-physicians from owning a medical practice. Instead, the Health Care Clinic Act requires an entity that provides health care services and tenders charges for reimbursement to hold a clinic license from the Agency for Health Care Administration unless an exemption applies. A practice wholly owned by licensed health care practitioners is generally exempt, and a licensed clinic must have a medical director or clinic director (ss. 400.9905, 400.991 and 400.9935, Fla. Stat., as of October 2026). A change in ownership can change the licensing answer, so it is checked before the LOI.

Referral laws. Compensation, ancillary services and earn-outs are reviewed against the federal Anti-Kickback Statute (42 U.S.C. 1320a-7b(b)) and the Stark Law (42 U.S.C. 1395nn), Florida’s Patient Brokering Act (s. 817.505, Fla. Stat.) and Florida’s anti-kickback statute (s. 456.054, Fla. Stat.).

Non-competes. Florida’s CHOICE Act does not apply to licensed health care practitioners, including physicians, so physician covenants remain governed by s. 542.335, Fla. Stat. (as of October 2026). A covenant must protect a legitimate business interest, such as substantial relationships with specific patients (s. 542.335(1)(b)).

Records. Physicians keep patient records at least 5 years from the last patient contact (F.A.C. 64B8-10.002, as of October 2026), and the purchase agreement assigns who holds them after closing. When a physician terminates, sells or relocates a practice, a notice is published once a week for four consecutive weeks in the newspaper of greatest general circulation in each county where the physician practiced and in a local newspaper, and a copy goes to the Board of Medicine within one month (F.A.C. 64B8-10.002(4), as of October 2026).

Telehealth. If the practice offers telehealth, care must be provided by a professional licensed in Florida or an out-of-state provider registered with the board (s. 456.47(1)(b) and (4), Fla. Stat.), and those registrations are part of diligence.

Tax. Florida has no personal income tax, but a practice organized as a C corporation pays Florida corporate income tax of 5.5% on net income above a $50,000 exemption (ss. 220.11, 220.1105 and 220.14, Fla. Stat., as of October 2026). Equipment sold as part of the sale of the whole business is usually exempt from sales tax as an occasional or isolated sale, but that exemption does not cover inventory or titled property, such as vehicles (F.A.C. 12A-1.037, as of October 2026). Inventory the buyer will resell, such as retail products, can pass without tax under the separate resale exemption when the buyer is a registered dealer and the sale is documented, usually with the buyer’s Annual Resale Certificate; supplies the practice will use up do not qualify (F.A.C. 12A-1.039, as of October 2026). Goodwill a buyer acquires is amortized over 15 years (26 U.S.C. § 197), so the purchase-price allocation matters to both sides.

Before the first call

Having these ready makes the first conversation more useful:

Profit and loss statements and tax returns for the last three years
Payor contracts and payor mix
A list of ancillary services and who refers to them
Compensation arrangements with physicians and referral sources
The practice’s clinic license or exemption status
The malpractice policy, including whether it is claims-made or occurrence

Questions owners ask

What does a medical practice sale attorney do?

A medical practice sale attorney negotiates the letter of intent, checks the clinic-licensing position under the Health Care Clinic Act, reviews compensation and earn-outs against the referral laws, drafts the purchase agreement and closing documents, and sets out who holds the patient records after closing.

How much does a medical practice sale attorney cost?

Flat-fee engagements are available for most transactions; fees are quoted per matter after a scoping call. Cost depends mainly on the structure, the amount of due diligence and the number of documents and parties.

Can a non-physician buy into my practice?

Florida has no corporate practice of medicine doctrine, so ownership is possible, but the practice may then need a clinic license under the Health Care Clinic Act (ss. 400.9905 and 400.991, Fla. Stat.). I check that before the deal is priced.

Does the CHOICE Act apply to physicians?

No. It excludes licensed health care practitioners, including physicians; physician covenants remain under s. 542.335, Fla. Stat.

How long must the records be kept?

At least 5 years from the last patient contact (F.A.C. 64B8-10.002). The agreement says who holds them and how patients can obtain copies.

Are my medical services subject to sales tax?

Florida sales tax applies to retail sales of tangible personal property and a short list of services; medical services are not on that list, though product sales can be taxable (s. 212.05, Fla. Stat.; F.A.C. 12A-1.020, as of October 2026).

Should I sign the letter of intent before talking to a lawyer?

It is better not to. Economic terms lock at the LOI stage and later documents rarely change them, so exclusivity, the diligence period and the binding provisions are worth setting deliberately before you sign.

How are fees set?

Flat-fee engagements are available for most transactions; fees are quoted per matter after a scoping call.

How a deal moves from first call to closing

Pre-LOI (3–6 weeks)

Stark, Anti-Kickback, and clinic-licensing structural review. Payor credentialing inventory. Ancillary-service relationships mapped.

LOI (2–3 weeks)

LOI captures structure that fits within Stark exceptions and Anti-Kickback safe harbors. Compensation and ancillary-service language tightly drawn.

Due Diligence (6–10 weeks)

Most diligence-intensive of the verticals. Compensation arrangements, ancillary-service ownership, HIPAA-protocol review, malpractice tail, prior settlement and disciplinary review, payor-credentialing detail.

Definitive Agreement (4–6 weeks)

APA drafted to fit applicable safe harbors and exceptions. Employment-physician agreements drafted with compliant compensation structures. Tail-malpractice coverage and indemnification scope tied to medical-malpractice risk.

Closing (1 day, sometimes 2)

Closing funds wire, license and enrollment filings, malpractice-coverage transitions, payor credentialing handoff.

Post-Closing (6–24+ months)

Payor re-credentialing for the buyer, clinical transition (often longest among verticals due to physician-patient continuity), earn-out monitoring.

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