Purchase and Sale -- the end

After having done all that there is to determine whether a purchase or sale should take place, it is important that the parties ensure that the completion of the transaction is closed in accordance to professional responsibilities (whatever chiropractic rules, regulations, standards, laws apply) and in accordance with the usual and customary business practices.

There are procedures for completion of a transaction, and having regard to the number of parties involved in a purchase and sale, the closing must take place with the assistance of a lawyer. For a vendor, the work for closing can involve:

contacting the landlord
dealing with the landlord's lawyer
preparation of an assignment of lease
preparation of a bulk sales declaration
preparation of a bill of sale
preparation of undertakings to do certain things after closing
preparation of the statement of various adjustments relating to prepaid costs
preparation of a non-competition and/or non-solicitation agreement
acknowledgment by the employees
dealing with any bank financing.
dealing with any equipment leases
dealing with telephone and websites
attending to the signing of the documentation
forwarding the documentation, receiving and disbursing funds
etc. etc. etc.

For the purchaser, the lawyer will deal with:

searches for liens, etc.
preparation of the affidavit relating to the bulk sales
reviewing the lease and documentation
dealing with bank financing
reviewing the closing documentation
receiving and disbursing funds
filing the closing documentation
etc etc etc.


When all is said and done, at the end of the day, the parties should both be satisfied that the practice has been properly transferred from the vendor to purchaser. It is in the interests of all of the parties to ensure that the transfer of the practice has been done in a proper fashion. This includes not only the vendor and the purchaser, but the patients, employees, and the profession because a proper transfer of a practice is important to the integrity of the profession.

So whether you are starting into a new venture and buying a practice or retiring from practice, good luck and congratulations.