Group medical practice: form and governance

Opening a medical practice together with other colleagues is a choice that combines medicine and enterprise. The clinical side is well known to those who practise it; the structural side — legal form, authorisations, profit-sharing, rules among partners — is what decides whether the partnership lasts over time or falls apart at the first disagreement. In Switzerland, where the practice of medicine is subject to cantonal authorisation, the governance of the practice must be built with the same care as one’s training.

The possible forms for a group practice

There is no single path. The main configurations are:

• Simple partnership: the most direct form for doctors who share premises and costs while retaining professional autonomy. Each doctor practises on their own account and is personally liable. Easy to set up, but with unlimited and joint liability among the partners: that is the main drawback.
• GmbH: minimum capital of CHF 20,000, liability limited to the capital. It gives the practice a corporate form and separates economic risk from personal assets.
• AG: minimum capital of CHF 100,000, of which at least 50,000 paid in. Suited to larger structures, group clinics or projects with multiple locations.

One point to note: the corporate form never relieves the doctor of personal professional liability for clinical acts. The company can limit business liability (lease, staff, supplies), but liability for the medical act remains tied to the person authorised to practise.

Authorisation to practise

In Switzerland, practising the medical profession under one’s own responsibility requires a cantonal authorisation, subject to holding recognised qualifications and being entered in the relevant registers. It is a personal authorisation, tied to the doctor, not to the practice. This means that each partner-doctor must be individually authorised in the canton where they operate. The corporate structure is the economic container; the licence to treat remains with the person.

To this are added, depending on the canton and the type of services, authorisations to operate a practice, to use equipment (radiological, for example) and to dispense medicines where permitted.

Governance: the partnership agreement that prevents crises

This is where the soundness of the partnership is decided. A well-drafted agreement among partners — articles of association and shareholders’ agreement for a GmbH/AG, a simple-partnership contract in the other cases — must regulate in advance the issues that would otherwise become conflicts:

• Profit-sharing: in equal parts, based on the turnover generated by each, or with a mix. It is the question that most often divides practices.
• Decisions: which require unanimity, which a majority; how the heads of common functions are appointed.
• Entry and exit of a partner: how the stake is valued, what happens in the event of retirement, disability or death, and with what pre-emption clauses.
• Non-competition: what a departing partner may do, and within what radius and period.
• Use of shared premises and staff: who pays for what, how fixed costs are divided.

Defining these rules when relations are good is easy; doing so during a conflict is almost impossible.

Staff and insurance

A group practice almost always employs staff — medical practice assistants, secretarial staff, nurses. With employees, employer obligations kick in: AVS/AI/IPG (old-age, disability and loss-of-earnings insurance), ALV (unemployment insurance), LPP (occupational pension) and LAINF (accident insurance). The partner-doctors must be classified correctly: employees of the company or self-employed, with different consequences for social-security contributions and pension provision. Adequate professional liability insurance cover is indispensable for each doctor.

VAT and accounting

Medical care services are in principle exempt from VAT. However, some non-therapeutic services (expert opinions, certificates of a non-curative nature, aesthetic services without a medical purpose) may be taxable: the borderline must be managed carefully. On the accounting side, a group practice easily exceeds CHF 500,000 in turnover, with the obligation to keep full double-entry accounts; depending on form and size, an audit obligation may arise.

The mistake to avoid: growing without an agreement

Many practices are born on the enthusiasm of a shared project and postpone formalising the rules. It works as long as everything goes well. The first retirement, the first disagreement over profits or the entry of a young colleague put a rule-less structure to the test — and often break it. Governance is not bureaucracy: it is the insurance policy for the practice’s continuity.

How SIH ONE approaches the topic

SIH ONE structures group medical practices by choosing the legal form according to risk and the number of partners, drafts the articles of association and the partnership agreement on the points that really matter — profits, entries, exits, non-competition — and sets up payroll, accounting and the VAT treatment of the services. On cantonal authorisations to practise, we coordinate with partners competent for the relevant territory.

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