• Magazine
    • Past Issues
    • Subscribe
    • Change Mailing Address
    • Surveys
    • Guidelines for Authors
    • Editorial Calendar
    • Editorial Deadlines
    • Dynamic Chiropractic
      • Newspaper
      • Subscription
    • The American Chiropractor
      • Magazine
  • Practice
    • Business Tips
    • Chiropractic Schools
    • Clinical & Technique
    • eBooks
    • eCourses
    • Sponsored Content
    • Infographics
    • Quizzes
    • Wellness & Nutrition
    • Personal Growth
    • Podcast
    • Coronavirus (COVID-19)
  • Resource Centers
  • Products & Services
    • Buyer’s Guide
    • Products Directory
    • Submit a Product
    • Vendor Login
  • Datebook
    • Become an Events Poster
    • Post an Event
    • View Events
  • Jobs
    • Jobs
    • Post a Job
  • Advertise
    • Advertising Information
    • Media Kit
    • Contact Us

Your Online Chiropractic Community

Chiropractic Economics Your Online Chiropractic Community
Subscribe
  • Home
  • Current Issue
  • News
  • Webinars
  • Chiropractic Research
  • Students

The required due diligence for a chiropractic practice sale

Stuart J. Oberman October 11, 2016

chiropractic practice

Regardless of whether you are purchasing a chiropractic practice as an asset purchase sale, a stock purchase sale, or a practice merger, you must perform your due diligence. 

Due diligence involves an in-depth investigation into the chiropractic practice’s financial records. By conducting the appropriate due diligence, you will gain a thorough understanding of the practice as well as ascertain a fair purchase price for the practice. Depending on the outcome of your due diligence, you may want to incorporate certain seller obligations in a proposed letter of intent (term sheet).

Below are some important due diligence items to consider prior to purchasing a chiropractic practice.

Legal due diligence

Corporate Documents (or LLC Documents)

If the chiropractic practice is owned by a seller’s corporation, including professional corporation, you should review the certificate of incorporation, good standing certificate, by-laws, minutes of shareholder and director meetings, shareholder agreements, and any outstanding agreements.

If the practice is owned by the seller’s limited liability company (LLC), you should review the articles of organization, good standing certificate, operating agreement, minutes of membership meetings, and manager agreement.

Agreements

Major Contracts:  You should review all associate agreements, non-compete agreements, intellectual property agreements (license agreements), and equipment leases.

Real Estate:  You should review all real estate lease agreements, purchase sale agreements, surveys, title insurance policies (if purchasing the real estate), and you should also ascertain whether any consents are required for the contemplated chiropractic transaction.

Licenses and Permits

Is the chiropractic practice required to maintain certain local, state or federal licenses and permits?  If so, you should obtain a copy of all licenses that you may be required to obtain in order to proceed with the purchase of the practice.

List of all (major) assets and liabilities

Prior to the sale, you must know exactly what assets you are purchasing. In addition, you must know all of the liabilities of the practice you are purchasing. The assets of the practice may include cash, securities, equipment, inventory, intellectual property (copyrights, trademarks, patents, domain names, and other proprietary rights), notes and accounts receivables, and real property (leased and owned).

Liabilities of the practice may include bank debt, employee benefits and bonuses earned and not yet paid, threatened, pending and current lawsuits, licensing violations, etc.  You should obtain a list of all employees and their current salaries, and you should also identify which employees are key to a successful transition.

UCC Liens

Before the practice sale takes place, it is strongly recommended that your attorney perform a UCC-1 lien search. This part of the due diligence process is one of the most important parts of the due diligence process, yet the most overlooked.

The best time to conduct a UCC-1 lien search is immediately after the letter of intent (or term sheet) is signed. Never rely solely on your lender to conduct a lien search. By conducting the proper due diligence prior to the purchase of a chiropractic practice, a purchaser will save a lot of post-sale time, stress, and potential liability.

Patient complaints

You should research on the internet to determine if there are any negative comments or patient complaints about the practice.  The internet is a very powerful tool for investigating a practice prior to the sale. Also, you should determine if the seller of a chiropractic practice had any board complaints or if the seller’s on probation.

Financial due diligence

You should have your accountant or financial adviser review the financial stability of the practice before you enter into a letter of intent or execute a term sheet.

  1. Tax Returns: Review up to three years’ prior federal, state, and local tax returns, including any sale and use tax returns.
  2. Financial statements: The owner of the practice should provide you with detailed financial statements (including balance sheets and profit and loss statements) for the prior 3 to 5 years.  If the practice is large enough, your financial adviser or accountant may want to request that the seller provide audited financials records.
  3. Tax liens:  Your attorney should review any and all tax liens that may have been filed on any assets that are owned by the practice.

With a little due diligence at the start of the process, a buyer of a chiropractic practice can save an enormous amount of potential liability after the sale takes place.

 

stuart-j-obermanStuart J. Oberman, Esq., is the founder and president of Oberman Law Firm, a midsize practice in the Atlanta area. Practicing law for more than 23 years, he handles a range of legal issues for chiropractors, including employment law, cybersecurity, practice sales, real estate transactions, lease agreements, OSHA compliance, chiropractic board complaints, and professional corporations. He can be contacted through obermanlaw.com.

Related Posts

  • Foot Levelers announces winners of the 60th Anniversary Diamond GiveawayFoot Levelers announces winners of the 60th Anniversary Diamond Giveaway
  • Gary Pennebaker elected as at-large director to the NBCE boardGary Pennebaker elected as at-large director to the NBCE board
  • Low-power laser treatment for shoulder painLow-power laser treatment for shoulder pain
  • The National by FCAThe National by FCA
  • Regenerative cellular therapy is the future of joint repairRegenerative cellular therapy is the future of joint repair
  • Palmer rugby team qualifies for USA Rugby Final FourPalmer rugby team qualifies for USA Rugby Final Four

Filed Under: Chiropractic Business Tips, Chiropractic Practice Management

Current Issue

CE issue 7 cover

Follow Us

  • Facebook
  • Twitter
  • Instagram
  • LinkedIn
  • YouTube logoYouTube logoYouTube

Compare Subscriptions

Dynamic Chiropractic

The American Chiropractor

3948 3rd Street South #279,

Jacksonville Beach, FL 32250

Phone 904.285.6020

CONTACT US »

Privacy Policy & Terms of Service

Copyright © 2021, All Rights Reserved

SUBSCRIBE TO THE MAGAZINE

Get Chiropractic Economics magazine
delivered to your home or office. Just
fill out our form to request your FREE
subscription for 20 issues a year,
including two annual Buyers Guides.

SUBSCRIBE NOW »

Latest Chiropractic News

  • Sherman College Board of Trustees Begins Presidential Search
  • Northwestern Health Sciences University Announces New $500K Chair in Biomechanics and Human Performance, Endowed by Foot Levelers
  • NuSpine Chiropractic achieves 40% unit growth in first quarter 2022
x