Blog

The Statement of Financial Entitlements (SFE) is the legal instrument that sets out exactly what your GP practice is entitled to be paid under its GMS contract, and it has been amended twice already in 2026 to reflect this year’s GP contract changes. The most significant clinical change is the expansion of the RSV vaccination programme from 1 April 2026, but several other amendments affect how practices claim and record payments this year. This article explains what the SFE actually is, why it matters legally, and works through the changes that took effect during 2026/27. What the SFE is, and why it is not just guidance The SFE is not NHS England guidance in the ordinary sense, and it is not something a practice can choose to follow or ignore. It is a set of Directions issued by the Secretary of State for Health and Social Care under section 87 of the National Health Service Act 2006, and it forms the financial terms incorporated into every GMS contract. Where the National Health Service (General Medical Services Contracts) Regulations 2015 set out the structure and obligations of the contract, the SFE sets out what a practice actually gets paid, and when, for delivering it. Because the SFE has statutory force, amendments to it are legally binding on commissioners and contractors from the date they take effect, not from the date practices become aware of them. This matters practically, since SFE amendments are frequently published mid-year and often apply retrospectively to a date earlier than the publication date. Two amendments were made to the SFE during 2026: the General Medical Services Statement of Financial Entitlements (Amendment) Directions 2026, which took effect from 1 April 2026 (formally in force from 1 May 2026), and a further General Medical Services Statement of Financial Entitlements (Amendment) (No. 2) Directions 2026, in force from 25 June 2026. We cover the broader GMS, PMS and APMS contract framework that the SFE sits alongside in NHS GP Contracts Explained: GMS, PMS and APMS, and the premises-specific financial framework, which sits outside the SFE under its own Directions, in The NHS Premises Costs Directions Explained. This is a core part of our NHS regulatory compliance advice to GP practices. The headline change: RSV vaccination expansion The most significant clinical and financial change under the 2026/27 SFE amendments is the expansion of the RSV (respiratory syncytial virus) vaccination programme. Two RSV vaccination programmes were originally introduced from 1 September 2024: an older adults programme for those aged 75 to 79, and a programme for pregnant women to protect infants. From 1 April 2026, the older adults programme has been expanded to include: Practices are required to proactively call and recall eligible patients, including issuing initial invitations to care home residents, undertaking at least two further recall attempts for non-responders, and ensuring a clinician-led third contact where required. Payment is made as an item of service fee per dose administered, set out in Part 5 of the SFE, with record-keeping standards for vaccination events set out separately in Part 5(18)(12) of the SFE. Practices can collaborate on delivery through their PCN under the Network Contract DES during both core and enhanced access hours, provided the arrangement is documented in Schedule 8 of the mandatory Network Agreement. We cover PCN-level collaboration and governance in more detail in our companion article on PCN Compliance and Governance. Other 2026/27 SFE and contract changes Change What it means for practices Flu vaccination item of service fee Practices can claim £8.70 per vaccine administered between 1 September 2026 and 31 January 2027, while the seasonal campaign is underway, and £10.06 per vaccine outside that window COVID-19 vaccination housebound payment The separate additional £10 payment for administering COVID-19 vaccinations to housebound patients has been removed, with the change offset by an increase to the base COVID-19 item of service fees instead ARRS reimbursement increases Maximum GP salary reimbursement under the Additional Roles Reimbursement Scheme rises to £118,759 (£120,921 in London) for 2026/27, with proportionate on-costs added, and the “recently qualified” eligibility restriction removed entirely Advice and Guidance funding Funding previously delivered through the separate Advice and Guidance Enhanced Service has been embedded into core practice funding rather than claimed separately Vaccination record-keeping Vaccination events must be recorded in the patient record on the same day they are administered, in line with the standards set out in Part 5 of the SFE, since GPES-automated payments depend on accurate same-day coding The removal of the “recently qualified” restriction on ARRS-funded GP roles is a significant governance change as well as a financial one, since it widens the pool of GPs a PCN can recruit under the scheme. We cover the wider employment law implications of ARRS-funded roles in ARRS Employment: Avoiding the Legal Traps, and our employment team can advise on the contracts and terms that go alongside any new ARRS recruitment. Why practices should treat SFE amendments as compliance documents, not just finance updates Because the SFE is legally binding, a practice that continues claiming under an outdated version, or fails to update its clinical coding and call/recall processes to match a mid-year amendment, is exposed in two directions at once. Underclaiming means lost income the practice was legally entitled to. Overclaiming, for example continuing to claim a payment under superseded eligibility criteria, creates exactly the kind of overpayment that a commissioner can later seek to recover. We explain how that recovery process works, and what practices can do about it, in NHS Clawback: Can the NHS Reclaim Payments Already Made to Your Practice? Given that SFE amendments during 2026/27 have come into force at different points across the year, rather than as a single annual update, practices should build a habit of checking the current consolidated SFE and any in-year amendment Directions against their own claiming processes at least quarterly, not just at the start of the contract year. This is particularly important for automated GPES-based claims, such as RSV and flu vaccinations, where a mismatch

A salaried GP is an employee. A GP partner is not. That single distinction drives almost everything else that differs between the two roles: how you are paid, what happens if the practice runs into difficulty, what rights you have if things go wrong, and how your NHS pension is worked out. We act for GP practices across London on partnership structuring and recruitment, and the salaried-versus-partner question comes up at almost every stage of a GP’s career. This guide sets out the legal, financial, and practical differences, including a few traps that catch practices and GPs out when the wrong label gets used for the wrong role. Employee, Partner, or Fixed Share: The Three GP Roles Explained Most GPs working in general practice fall into one of three categories, and the labels are not always used correctly. Salaried GP. This is a straightforward employee relationship. A salaried GP has a contract of employment with the practice, is paid a fixed salary through PAYE, and benefits from the full range of UK employment rights. The BMA’s model contract sets out the minimum terms that GMS practices and PCOs have had to offer full-time salaried GPs since April 2004, with PMS practices expected to match this as a baseline. The BMA updated its salaried GP handbook again in April 2026, and it remains the clearest single reference for what a compliant salaried contract should contain. Equity partner. An equity partner is self-employed, holds full voting rights in the practice, and shares in its profits and losses in proportion to their agreed share. Equity partners are usually expected to contribute capital, sometimes called “buying in”, and are jointly and severally liable for the partnership’s debts and obligations. This is the traditional GP partnership model. Fixed share partner. Also self-employed, but paid a fixed, guaranteed sum rather than a full profit share, sometimes with a smaller variable element on top. Fixed share partners are often used during a mutual assessment period before a GP moves to full equity. Because HMRC will look past the label to the substance of the arrangement, a fixed share partnership needs to be documented carefully, poorly drafted terms risk being treated as disguised employment. There is a fourth label worth flagging because it causes genuine confusion: the “salaried partner”. Despite the name, a salaried partner is legally an employee, not a partner. They are not party to the partnership deed, have no profit share and no vote, and the word “partner” in their title is exactly that, a title. Because third parties can bring a claim against anyone who presents themselves as a partner, salaried partners are normally protected by an indemnity from the equity partners, but that indemnity is only as good as the equity partners’ ability to pay it. What Actually Changes: Money, Risk, and Control The practical differences between salaried GP and partner status go well beyond the payslip. Feature Salaried GP Partner (equity or fixed share) Employment status Employee Self-employed Pay Fixed salary, PAYE Drawings against profit share (equity) or fixed sum (fixed share) Capital contribution None required Usually required to “buy in” Liability for practice debts None Joint and several (equity); as agreed in the deed (fixed share) Voting rights None Full (equity) or as set out in the deed (fixed share) Statutory employment rights Full protection under the Employment Rights Act None, as a self-employed principal The liability point is worth dwelling on. As an equity partner, you can be pursued personally for the whole of a partnership debt, not just your proportionate share, if the other partners cannot pay. A salaried GP carries none of that exposure. This is one of the clearest financial trade-offs a GP weighing up partnership should understand before signing anything. Employment Rights: Where the Two Roles Really Diverge Because partners are self-employed, they fall outside the “employee” and “worker” categories that UK employment law is built around. Government guidance on employment status confirms that self-employed individuals do not get the rights employees and workers have, including protection from unfair dismissal, statutory redundancy pay, or statutory sick pay. A partner’s protection comes entirely from what is written into the partnership deed, not from statute. Salaried GPs, as employees, have the full range of statutory protections: unfair dismissal rights after the qualifying period, redundancy rights, statutory sick pay, and protection against unlawful discrimination. This is precisely why the “salaried partner” label matters so much. If a practice treats someone as an employee in substance but calls them a partner without an employment contract behind it, that person may still be entitled to bring employment claims, regardless of the title on their door. Pensions: Same Practitioner Section, Different Paperwork Both salaried GPs and GP partners are practitioner members of the NHS Pension Scheme, alongside locum GPs, this is a different classification from officer members, which covers practice staff and some non-GP roles. Practitioner pensions are calculated on career earnings rather than final salary, so the mechanics matter in practice, not just on paper. The paperwork differs by role. GP partners submit an annual Type 1 certificate, which must include their profit share plus any locum or solo income. Salaried GPs complete a Type 2 self-assessment of tiered contributions each pension year, covering their salary plus any additional locum or solo income. A GP who switches from salaried to partner status, or the other way round, part-way through a pension year needs to submit both forms, one for each period. The 2026/27 Contract Context NHS England’s changes to the GP contract for 2026/27, confirmed in February 2026, introduced a new practice-level GP reimbursement scheme worth £292 million, funded by repurposing the PCN-level Capacity and Access Payment. The scheme allows practices to recruit additional GPs or fund extra sessions from existing GPs to support same-day access for clinically urgent patients. The same contract round also removed the previous restriction on using Additional Roles Reimbursement Scheme funding only for recently qualified GPs, widening the pool PCNs can recruit from. Both changes

Recruiting a new GP partner is a two-way legal transaction, not a hiring decision. The incoming partner is buying into the business, taking on a share of its liabilities as well as its profits, and both sides need proper due diligence before anyone signs anything. Getting this wrong, either by rushing the process or by relying on goodwill instead of documentation, is one of the most common sources of GP partnership disputes we see. This guide sets out what a practice should do before offering partnership, what an incoming partner should ask to see, and what the partnership agreement needs to cover once terms are agreed. Why Recruitment Is a Legal Process, Not Just an HR One Bringing in a new GP partner is fundamentally different from hiring an employee. A partner becomes a co-owner of the business, sharing in its profits, its debts and, depending on how the partnership agreement is drafted, potentially its historic liabilities too. Under general partnership law, incoming and outgoing partners can each face exposure connected to the partnership’s obligations, which is precisely why the due diligence process, and the partnership agreement that follows it, needs to be treated with the same rigour as any other business acquisition, not as a formality once the clinical interview has gone well. Due Diligence: What the Practice Should Provide The British Medical Association’s own guidance on taking on new GP partners is clear that a prospective partner should be given a proper due diligence pack before being asked to commit. At a minimum, this should include: What the Practice Should Check on the Incoming Partner Due diligence runs both ways. The BMA’s guidance recommends obtaining a full employment and training history, an explanation for any gaps, and personal and professional references, ideally from individuals or practices who can speak to how the candidate actually works, not just their clinical competence. Any conditional offer should say explicitly that it is subject to satisfactory verification, and that it can be withdrawn if information provided turns out to be false or misleading. This protects the existing partners without creating unnecessary friction, provided it is handled as a standard, transparent part of the process rather than introduced awkwardly after an offer has already been made informally. Structuring the Offer: Probation, Parity and Capital Three commercial points tend to need the most careful thought when structuring a new partnership offer. Element Common approach What to get right Probationary period Not a statutory requirement, but common practice, often with a short notice period of around one month for either side Set this out explicitly in the partnership agreement; without one, the Partnership Act 1890’s default position gives neither side an easy exit Profit share and parity Full parity from day one, or a phased build-up over an agreed period Decide and document this before the offer is made, not after the new partner has started Capital contribution Lump sum, phased payment, or funded from undrawn profits over time Softening the requirement, for example by allowing payment from undrawn profits, is often more attractive to newly qualified GPs facing existing debt Salaried GP, Fixed-Share Partner, or Full Partner Practices sometimes use “salaried partner” and “fixed-share partner” as though they mean the same thing, but the legal distinction matters. A salaried GP is an employee, entitled to the full range of statutory employment protections and paid through PAYE, with tax and National Insurance deducted at source. A full equity partner is self-employed, sharing in the practice’s profits and risks, with far more limited statutory employment protection but the tax and pension treatment that comes with partnership status. A fixed-share partner sits in between: still a partner for most legal purposes, but typically without full profit-sharing rights and often without the same exposure to capital risk as a full equity partner. Getting the classification right in the agreement matters, both for the individual’s tax position and to avoid inadvertently creating employment rights the practice did not intend to grant, a risk our employment law team regularly advises GP practices on. We explain this distinction in full in Salaried GP vs Partner: Understanding the Legal Distinction. Getting the Agreement Right From the Start Every point negotiated during recruitment, probation length, profit share, capital contribution, restrictive covenants, needs to end up properly reflected in a signed partnership agreement before the new partner starts, not sketched out in an email exchange and left to be formalised later. Practices that delay this step, intending to “sort out the paperwork” once the new partner has settled in, are exactly the practices we see relying on the Partnership Act 1890 by default a year down the line, with none of the protections either side thought they had agreed. We cover what a comprehensive agreement needs to include in GP Partnership Agreements: What Every Partner Should Know. What This Means for Your Practice Recruiting a new partner is one of the moments most likely to expose gaps in a practice’s existing legal documentation, precisely because it forces everyone to look closely at what was actually agreed rather than what everyone assumed. We advise both GP practices and individual incoming partners on recruitment due diligence and partnership agreement drafting, and because we act for both sides of these arrangements across our client base, we understand what each party genuinely needs from the process. If this affects your practice and you would like to talk it through, get in touch with our healthcare team or call us on +44 207 566 1188. You can also reach us by email at info@gurvelegal.com.

A primary care network, or PCN, is not itself a separate legal entity. It is a group of GP practices bound together by a contractual Network Agreement, operating under the NHS Network Contract Directed Enhanced Service, and it is that Network Agreement, not any wider concept of “the PCN”, that determines each practice’s legal rights and obligations. Understanding this distinction matters, because it shapes everything from liability to decision-making to what happens if a member practice wants to leave. This guide sets out what a PCN is in legal terms, what the Network Agreement commits your practice to, and where the current wave of NHS reform is changing the picture for 2026/27 and beyond. What a Primary Care Network Actually Is PCNs were introduced under the Network Contract DES from 2019 as a mechanism for grouping neighbouring GP practices together to deliver services collaboratively across a defined geographic footprint. NHS England guidance sets a minimum registered population of 30,000 patients per network, with most PCNs sitting between 30,000 and 50,000, though commissioners can waive the minimum in rural areas with low population density. A PCN has no separate legal personality of its own. It cannot hold property, employ staff directly, or enter contracts in its own name unless the member practices choose to set up a separate vehicle, typically a limited company, to do some of that on the PCN’s behalf. We cover that route in PCN Incorporation: The Why and the How. Instead, the PCN operates through the collective action of its member practices, each of which remains individually responsible for delivering its share of the Network Contract DES obligations under its own underlying GMS, PMS or APMS contract, while also being bound to the other member practices through the Network Agreement. The Network Agreement: Your Practice’s Actual Legal Commitment Every PCN operating under the Network Contract DES must have a Network Agreement in place between its member practices. NHS England publishes a mandatory template Network Agreement each contract year, most recently updated for 2026/27, which practices can adapt within defined parameters but cannot depart from on the core mandatory terms. Reviewing and negotiating these terms is the kind of work we do through our NHS regulatory compliance practice, alongside more general partnership agreement drafting for the member practices themselves. This is the document that actually governs how the PCN functions day to day: how decisions get made, how funding and Additional Roles Reimbursement Scheme (ARRS) staff are allocated between member practices, how disputes between member practices are resolved, and what happens if a practice wants to leave the network or a new practice wants to join. The Network Agreement sits outside the definition of an NHS contract in the way that the underlying GMS, PMS or APMS contracts do. This has a practical consequence: disagreements between member practices about how the Network Agreement operates are generally not something NHS Resolution’s standard NHS contract dispute mechanisms are designed to handle, which means PCN member practices are often left to resolve disputes through ordinary contractual and commercial routes, via dispute resolution, rather than NHS-specific dispute procedures. Governance: The Clinical Director and Decision-Making Every PCN must appoint an accountable Clinical Director, a role that comes with significant responsibility for leading the network’s clinical direction and representing it in dealings with the Integrated Care Board, but with governance that is often less clearly defined than a partner’s role within an individual practice. The template Network Agreement leaves the fine detail of how decisions are taken, whether by unanimous agreement, majority vote, or a defined combination of the two, to be recorded in a schedule agreed locally between the member practices. This flexibility is useful, but it is also where things go wrong if practices do not think it through properly. A Network Agreement that leaves decision-making vague, or that does not clearly separate the Clinical Director’s authority to bind the network from decisions that require the sign-off of every member practice, creates exactly the kind of ambiguity that leads to disputes. Sector commentary from healthcare lawyers has repeatedly flagged that PCN member practices can face genuine financial exposure and disputes if the underlying Network Agreement is not watertight, particularly around funding allocation, staff employment liabilities under the ARRS, and what happens if a member practice underperforms against network-wide targets that affect shared funding. Structural option Legal effect Typical use case Standard Network Agreement between member practices Contractual joint working arrangement, no separate legal entity, individual practices retain their own contracts and liabilities Default model used by the great majority of PCNs Lead practice model for employing ARRS staff One member practice employs network staff on behalf of the others under sub-contracting arrangements Networks with a practice willing to take on employer responsibility PCN limited company Separate legal entity that can employ staff and hold some liabilities directly, subject to Companies Act 2006 duties More mature networks looking to reduce liability concentrated in one lead practice What’s Changing for 2026/27 The Network Contract DES for 2026/27 reflects a deliberate shift of resource and responsibility back towards individual practices and away from network-level structures. NHS England’s 2026/27 contract specification and accompanying explanatory notes confirm a reduction in the scope and funding attached to network-level schemes compared to previous years, with funding that had previously supported network-wide capacity and access initiatives redirected to support recruitment and additional GP sessions at practice level. A variation to the Network Contract DES specification and Part B guidance took effect from 1 May 2026, and the mandatory Network Agreement itself has also been updated for the year, including changes to how collaborative delivery of vaccination services is treated. For member practices, this matters in two ways. First, funding flows that a practice may have built into its financial planning around PCN-level delivery may reduce or disappear, and the Network Agreement’s provisions on funding allocation need to be checked against the current specification rather than assumed to be unchanged from prior years. Second, as more responsibility moves back to

Where a practice owns its premises, it is generally reimbursed through notional rent, calculated as though the practice held a lease of the premises on standard assumed terms (typically a 15-year term with rent reviews every three years). Where a practice leases its premises, it is reimbursed based on the current market rent, determined by a district valuer or, since 2024, by an “appointed valuer”: a RICS-registered professional appointed by NHS England to carry out valuations, alongside or instead of the district valuer. This change was intended to speed up a process that had been badly affected by capacity constraints within District Valuer Services. A significant procedural change in 2024 affects both routes. NHS England cannot pay a revised current market rent or notional rent until the contractor has notified NHS England in writing that it accepts (or disputes) the determination. Contractors have 12 weeks from the date of the notice to do this, unless a longer period is agreed. If a contractor neither accepts nor disputes the assessment within that window, and the new figure is lower than the amount currently being paid, NHS England may still move to the lower figure. This makes prompt engagement with any rent determination notice essential, since inaction carries a real financial consequence. Improvement Grants: What Changed in 2024 The 2024 Directions substantially increased the funding available for premises improvement, and eased some of the conditions attached to it. Feature 2013 Directions 2024 Directions Maximum commissioner contribution 33% to 66% of project value Up to 100% of project value, subject to business case and local prioritisation Grant band: up to £100k / £144k 5 years guaranteed use 6 years guaranteed use Grant band: £100k-£500k / £144k-£360k 10 years guaranteed use 9 years guaranteed use Grant band: over £250k / £360k-£660k 15 years guaranteed use 12 years guaranteed use Grant band: £660k-£1.2m Not separately banded 15 years guaranteed use Grant band: over £1.2m Not separately banded 18 years guaranteed use Improvement grants can now also fund land acquisition for a practice extension and tenant fit-out works on new-build premises, both new categories under the 2024 Directions. The Directions also introduced a new mechanism specifically to protect contractors who receive a grant but wish to retire before the guaranteed period of use has expired, allowing repayment to be suspended, waived, or transferred to an incoming practice in defined circumstances, rather than falling due immediately in full. Service Charges, VAT, and Other Recurring Costs The Directions also govern how much of a practice’s recurring premises costs NHS England will reimburse. Leaseholders are now expected to use reasonable endeavours to secure landlord agreement that no VAT will be charged on rent during the lease term, but where VAT is unavoidably charged, NHS England will reimburse it. Where the landlord is NHS Property Services Limited or Community Health Partnerships Limited specifically, NHS England will continue to reimburse at least the rent initially payable under the arrangement. On service charges, the 2024 Directions simplified the reimbursement process, allowing NHS England to reimburse based on a service charge estimate at the start of the service charge year, followed by an end-of-year reconciliation, rather than only in arrears. This is a useful practical improvement, but it does not resolve the separate and much more contentious question of whether the underlying service charge itself is fair and properly evidenced, an issue we cover in detail in our post on disputed NHS Property Services service charges. The Directions also confirm that certain items must always be discounted from a reimbursable service charge, and give NHS England greater flexibility to estimate reimbursable costs where a lease has been in place for less than 12 months. Where Disputes Most Often Arise In our experience advising GP practices on premises matters, disputes under the Directions tend to cluster around a handful of recurring issues: These premises funding issues connect closely to the practical realities of occupying and running from GP premises, which we cover in our post on GP surgery leases, and to the specific risk of clawback on notional rent, covered in our post on notional rent clawback. Because premises funding sits alongside, but separately from, the core NHS GP contract, our post on the Statement of Financial Entitlements is also worth reading for the wider funding picture. What This Means for Your Practice The 2024 Premises Costs Directions offer more generous grant funding and some genuinely helpful process changes, but they also introduce firm deadlines, most notably the 12-week response window on rent determinations, that can work against a practice that does not respond promptly. We advise GP practices across London and the South East on premises funding applications, rent reviews, and disputes with NHS England and ICBs under the Directions. If your practice needs advice on a premises funding issue, get in touch with our commercial property team or call us on +44 207 566 1188. You can also reach us by email at info@gurvelegal.com.

PCN incorporation does not mean the primary care network itself becomes a limited company. A PCN has no legal personality of its own, so it cannot be incorporated in the way a business normally is. What PCN incorporation actually means, in almost every case, is that the member practices set up a separate limited company alongside the network to take on specific functions, most commonly employing staff, while the practices themselves retain the underlying Network Contract DES. This distinction matters because it shapes what incorporation can and cannot achieve. This guide sets out why PCNs consider incorporation, what a PCN corporate vehicle can actually do, and the practical and legal steps involved in setting one up properly. Why “PCN Incorporation” Is a Slightly Misleading Term Because the Network Contract DES is held by individual GP practices as an addition to their core GMS, PMS or APMS contract, and the PCN itself has no separate legal existence, there is no PCN entity to incorporate unless every member practice merged into one. What network practices actually do, when they talk about “incorporating the PCN”, is form a corporate vehicle that sits alongside the network and takes on delegated functions on the practices’ behalf, while the practices themselves continue to hold the DES contract and remain ultimately responsible for its delivery. The scope of what the corporate vehicle does varies widely between networks. At one end, it might provide nothing more than back-office and administrative support. At the other, practices might sub-contract responsibility for the entire suite of clinical services delivered under the DES to the company. Most PCN companies sit somewhere in between, commonly taking on the employment of Additional Roles Reimbursement Scheme (ARRS) staff. Why Networks Choose to Incorporate As PCN workforce and shared funding have grown since the Network Contract DES began in 2019, so has the liability risk sitting with whichever practice or practices act as the informal lead for the network, typically the practice employing shared staff or hosting network funds on the others’ behalf. A limited company has its own legal personality separate from its member practices. It can enter contracts, own property and, critically, bear its own liabilities, meaning that by delegating functions such as staff employment to the company, member practices can pass on a meaningful share of the risk that would otherwise sit disproportionately on one lead practice. Model What the company does Key extra requirements Back office / administrative support only Provides admin functions to the network; practices retain all contracts and staff Articles of association aligned with the network agreement Employment vehicle Employs network staff (e.g. ARRS roles) and supplies them to practices TUPE for transferring staff; consider “employment business” status Partial sub-contractor Practices sub-contract some DES services to the company Commissioner notification and consent; CQC registration if regulated activities are involved Full-service company Practices sub-contract all DES obligations to the company Full sub-contracting compliance; CQC registration; NHS pension access application Setting It Up: The Practical Steps The starting point should always be function, not form. Deciding what the company is actually for, whether that is employing staff, holding a lease, or delivering a specific clinical service, should come before incorporation, not after. Companies formed without a clear purpose have a tendency to sit dormant, achieving nothing beyond adding an unnecessary layer of Companies House filing obligations. The most commonly used vehicle for a PCN corporate structure is a company limited by shares, registered at Companies House, the kind of structure we set up through our company formations service. Each member practice typically holds one or more shares, either directly, in the case of a sole practitioner or an already-incorporated practice, or via a nominee partner, since a partnership itself is not a legal person capable of owning shares. The company’s articles of association need to be drafted to align with the network’s own governance structure, and the network agreement’s schedules will usually need updating to reflect the company’s role and its status as an associate member of the network. Getting these two documents, the network agreement and the company’s articles, to say consistent things about decision-making and liability is one of the most common points of failure we see in poorly executed PCN incorporations. The Practical Obligations That Follow Once the company exists and starts taking on functions, several further legal obligations follow, and each needs planning for before, not after, the company goes live. Governance: Who Sits on the Board Ownership and management are legally separate in a company structure. Shareholders, typically the member practices, own the company, while a board of directors runs it day to day. In most PCNs, each practice nominates a director, often drawing on the existing PCN board or the Clinical Director for continuity, though larger networks sometimes adopt a smaller elected board with more significant decisions reserved to the full body of shareholders to avoid an unwieldy board. Aligning the PCN’s clinical governance structure with the company’s formal board structure avoids duplicated meetings and keeps clinical leadership time focused on patient care rather than administration. How This Fits with the Wider PCN and Practice Structure A PCN corporate vehicle does not replace the underlying Network Agreement between member practices, and it does not replace each practice’s own partnership agreement, which should still address how PCN and any company-related income and obligations are treated within the practice itself. We cover the underlying Network Agreement in Primary Care Networks Explained: A Legal Guide for GP Practices, and the individual practice partnership issues PCN and company involvement can raise in GP Partnership Agreements: What Every Partner Should Know. Practices weighing up incorporating their own core GP contract, as opposed to setting up a network-level company, should also read Incorporating a GP Practice: Is It Right for Your Practice?, since the legal issues overlap but are not identical. Clinical Directors carrying day-to-day governance responsibility should also see PCN Compliance and Governance: What Clinical Directors Need to Know. What This Means for Your Network PCN incorporation can be

Primary Care Networks are not being abolished, and no decision has been made requiring them to change. What has changed is that NHS England opened a consultation on 16 July 2026, running until 10 September 2026, on two new contract types, a Single Neighbourhood Provider (SNP) and a Multi-Neighbourhood Provider (MNP), that are explicitly described as a possible evolution of the PCN Directed Enhanced Service (DES). Nothing in that consultation is final, but GP partners and practice managers should understand what is actually being proposed now, rather than relying on secondhand summaries. We advise GP partnerships and PCNs on contracts, governance and incorporation, and this is currently the single most common question we are being asked. This post sets out, from NHS England’s own consultation document, what the proposed SNP model actually involves, how it relates to the existing PCN DES, and what a sensible practice or PCN should be doing between now and the September deadline. For the wider policy context, see our companion post, The Neighbourhood Health Framework: What It Means for Your GP Practice, and our existing guide, Primary Care Networks Explained: A Legal Guide for GP Practices. What Is Actually Confirmed as at 28 July 2026 Three things are settled, direct from NHS England’s own documents. First, the Neighbourhood Health Framework, published 17 March 2026, does not itself change the PCN DES or any GP contract. Second, the consultation on the proposed SNP and MNP contracting models opened on 16 July 2026 and closes on 10 September 2026, with NHS England stating explicitly that responses will “inform further, detailed consultation on firmer proposals for both the Multi Neighbourhood Provider and Single Neighbourhood Provider Contracts later this year”. Third, the GMS contract itself is not within the scope of this consultation at all: NHS England states plainly that “Government policy is to keep and reform the GMS Contract”, and that GMS, PMS and APMS contracts will continue to determine core general practice services nationally. Everything else, how the SNP contract would actually work, whether your PCN would move to it and when, and what happens to Additional Roles Reimbursement Scheme (ARRS) funding in the transition, is currently a proposal open for consultation, not a decision. How the Proposed SNP Contract Relates to the PCN DES NHS England’s consultation document describes the SNP Contract as “an evolution of the Primary Care Network Contract Directed Enhanced Service (PCN DES) which local systems can take forward at their own pace”. The document is explicit that the SNP Contract and the PCN DES are not intended to co-exist in the same geography, since they would cover the same population within an MNP footprint. In other words, this is being framed as a replacement pathway for the DES in areas that adopt it, not an additional layer on top of it. Three commissioning options are set out for how a PCN’s area could move (or not move) towards the SNP model. Systems and PCNs would need to choose one; the options are not intended to run in parallel. Option How it works What happens to the PCN DES Option 1: Local variation through PCNs With PCN agreement, ICBs request NHS England approval to vary elements of the PCN DES locally. This route has already been available from 1 May 2026. PCN DES continues, with locally agreed variations. ICBs must maintain funding at least equivalent to the standard PCN DES, including ARRS. Option 2: ICB commissions each SNP directly Practices voluntarily switch from the PCN DES to an SNP Contract commissioned directly by the ICB. Unlike the annual PCN DES, an SNP Contract could run over multiple years. PCN DES ends for that neighbourhood once practices move across. Minimum funding equivalent to PCN DES (including ARRS) is required initially. Option 3: ICB commissions an MNP, which sub-contracts to SNPs The ICB commissions a Multi-Neighbourhood Provider to coordinate services across several neighbourhoods; the MNP then sub-contracts primary medical elements to SNPs (or to PCNs, where no SNP exists in that footprint). Same minimum SNP funding protection applies, but contracting effort shifts to a single MNP relationship rather than multiple direct ICB-SNP contracts. Under all three options, NHS England’s stated position is that ICBs would be required to maintain a minimum investment in neighbourhood-level primary medical services equivalent to the current PCN DES, including ARRS staff funding, at least in the initial stage of any transition. That funding floor is a proposal in the consultation, not a guarantee written into any contract yet, and should be treated accordingly until the further consultation NHS England has said will follow later in 2026. Population Size and Governance: What Changes for PCNs Practically The working assumption in both the Neighbourhood Health Framework and the SNP/MNP consultation is that a single neighbourhood, and therefore a potential SNP, would cover a population of around 50,000, while a Multi-Neighbourhood Provider footprint would typically be 250,000 or more. NHS England is explicit it will not mandate these sizes nationally. In many parts of the country, the existing PCN footprint (commonly in the 30,000 to 50,000 range) already maps reasonably closely onto the proposed SNP population, which is precisely why NHS England has framed the SNP as a natural evolution rather than a completely new structure. The governance point that matters most for GP partners is this: an SNP Contract must be held by a legal entity. The consultation gives examples including a lead GP practice acting on behalf of a consortium, a limited liability partnership, or a Community Interest Company. There is no requirement to form a new legal entity if practices do not wish to, but PCNs that want to take an SNP Contract on at scale, hold pooled budgets, or employ staff directly rather than through a lead practice arrangement, will need to think carefully about which structure fits, whether that is a lead practice arrangement, a limited liability partnership or a Community Interest Company. This is exactly the decision covered in our guide, PCN Incorporation: The Why and

Clinical directors are personally accountable for the governance of their primary care network, and that accountability now sits on top of a Network Contract Directed Enhanced Service (DES) specification for 2026/27 that took effect on 1 April 2026. Getting the basics right, the mandatory Network Agreement, a clinical director in post at all times, clear financial oversight of Additional Roles Reimbursement Scheme (ARRS) funding, and clarity on who is actually the CQC-registered provider, is no longer optional housekeeping. It is the difference between a network that can demonstrate compliance if challenged and one that cannot. This article sets out the governance obligations that matter most for clinical directors and PCN boards right now, what changed under the 2026/27 DES specification, and where the legal risk tends to sit in practice. The legal architecture of a PCN A PCN is not, in itself, a separate legal entity unless the member practices choose to incorporate it as one. It is a collaboration between GP practices, formalised through two documents: the Network Contract DES, which each member practice signs up to as a variation to its GMS, PMS or APMS contract with NHS England, and the mandatory Network Agreement, which sets out how the member practices will work together, including decision-making, funding distribution and dispute resolution. Because the PCN itself usually has no separate legal personality, contractual and regulatory responsibility falls on the individual member practices unless and until they incorporate. We have covered the mechanics of that decision in detail in our companion article, PCN Incorporation: The Why and the How, and the wider legal framework for PCNs in Primary Care Networks Explained: A Legal Guide for GP Practices. Governance duties do not disappear if a PCN incorporates, but they change shape, since the incorporated entity then takes on its own compliance obligations. What changed in the Network Contract DES for 2026/27 NHS England published the updated Network Contract DES specification and Part A (clinical) and Part B (non-clinical) guidance for 2026/27 on 26 March 2026, taking effect from 1 April 2026. Practices already signed up in 2025/26 continue automatically, but any PCN with changes to its membership or arrangements had to notify its commissioner by 30 April 2026 to seek approval. The principal governance-relevant changes for 2026/27 are: Amendments to the specification and both guidance documents are highlighted in yellow within the published versions, which is worth checking directly if your PCN is unsure exactly what has changed since 2025/26. Because the DES specification forms part of each member practice’s underlying NHS contract, we would also recommend a wider review against your NHS regulatory compliance obligations, not just the PCN-specific documents. The Clinical Director role: legal status and accountability Every PCN must have a named, accountable clinical director in post. This is a contractual requirement under the Network Contract DES, not simply good practice, and NHS England guidance and the BMA’s PCN Handbook both confirm that a PCN should have a default succession process in place so the role is never left vacant, whether by nomination and election, rotation, or another agreed mechanism. The clinical director’s governance responsibilities typically include providing strategic and clinical leadership, chairing or overseeing the PCN board, and acting as the accountable point of contact for the commissioner. Because this role sits on top of the individual’s existing GP contract, the additional duties and remuneration for acting as clinical director should be governed by a separate written agreement, distinct from that individual’s underlying GMS, PMS or salaried GP contract. Leaving this informal creates real risk: if the clinical director’s terms, time allocation and liability are not documented, disputes about scope of authority (for example, whether the clinical director had the mandate to commit the PCN to a particular ARRS recruitment decision or third-party contract) become far harder to resolve. Board structure and decision-making Most PCN boards comprise a representative from each member practice, alongside the clinical director and, commonly, the PCN manager. The board’s core governance functions are: Governance component What it should cover Where it should be documented Decision-making process Voting thresholds, quorum, how deadlock between practices is resolved Network Agreement Financial oversight Budget ownership for Core PCN Funding, Enhanced Access Payment, ARRS reimbursement and Care Home Premium Network Agreement, plus internal finance protocol Clinical governance Audit cycles, risk registers, incident reporting across ARRS-employed staff working across multiple practices PCN clinical governance policy Employment and HR responsibility Which practice is the formal employer of each ARRS role, and how liability and management responsibility are shared Network Agreement, employment contracts Data sharing and information governance Data processing and data sharing agreements for shared records and multi-practice working Data Processing Agreement, Data Sharing Agreement (published alongside the DES) The employment position for ARRS-funded staff is a particularly common source of governance confusion: one practice is usually the formal employer on behalf of the network, while the staff member works across some or all member practices. Getting this wrong, or leaving it undocumented, is one of the most frequent sources of dispute we see. We deal with this in detail in ARRS Employment: Avoiding the Legal Traps, and our employment law team regularly advises PCNs and member practices on getting these arrangements right from the outset. Do PCNs need to register with the CQC? This is one of the most persistent points of confusion for clinical directors, and the answer depends entirely on the PCN’s legal structure. The CQC’s own guidance is clear on the underlying principle: only a legal entity carrying on a regulated activity needs to register, and it is the legal entity, not the location or collaborative arrangement, that registers. In practice, this means: This is a critical question to resolve before, not after, a PCN incorporates or before it takes on a service delivery role (for example, running an enhanced access hub directly rather than through member practices). Getting the registration status wrong exposes the PCN, and potentially individual clinical directors as directors of an incorporated PCN, to the risk of operating a regulated

If your GP practice does not have a signed partnership agreement, you are operating as a partnership at will under the Partnership Act 1890. This means any partner can dissolve the entire partnership simply by giving notice, with no defined process, no agreed valuation for departing partners, and no protection against the practice unravelling faster than anyone intended. Partnership at will is not a deliberate choice most GP partnerships make. It is what happens by default when partners never got round to signing an agreement, or when an agreement was signed years ago and has quietly become out of date as the partnership’s membership changed around it. Either way, the legal consequences are the same, and they are more serious than most partners realise until something goes wrong. How a GP Partnership Ends Up “At Will” Under section 1 of the Partnership Act 1890, a partnership exists wherever two or more people carry on a business together with a view to profit, regardless of whether they have signed anything to say so. Where partners have not agreed a fixed term or a defined process for how the partnership operates, section 26 provides that any partner may determine the partnership at any time simply by giving notice to the others. This is what “partnership at will” means: a partnership with no fixed term and no contractual mechanism overriding the Act’s default position. Many GP partnerships end up here without ever intending to. A practice might have had a partnership agreement drafted twenty years ago that was never updated as partners retired and new ones joined, meaning the surviving document no longer reflects who the actual partners are or what they agreed. Technically, once the original signatories have all left, a partnership at will can arise again by default even if a deed once existed, unless the practice has been careful to have each new partner formally adopt the existing agreement or sign a fresh one. What You Are Exposed to Without a Deed The Partnership Act 1890 was written for Victorian trading partnerships, not for a modern GP practice holding an NHS contract, employing dozens of staff and managing a CQC-regulated premises. Its default rules create several specific exposures for a GP partnership operating without its own agreement. Risk Why it matters for a GP practice Any partner can dissolve the whole partnership on notice (s.26) A single disgruntled partner can trigger the end of the entire practice, not just their own exit, with no minimum notice period fixed by the Act itself No expulsion mechanism There is no lawful way to remove a partner for poor conduct, incapacity or breakdown in the working relationship, however serious Equal profit share regardless of contribution Partners who work fewer sessions or contributed less capital are still entitled to an equal share under the Act’s default position No probationary period for new partners There is no lawful short-notice exit route if a new partner does not work out Automatic dissolution on death or bankruptcy (s.33) The partnership technically ends, creating uncertainty for the practice’s contract, staff and premises at the worst possible moment No agreed valuation mechanism for a departing partner’s share Disputes over what a leaving partner is owed have no contractual framework to resolve them, often ending in costly litigation The “Last Person Standing” Problem One of the most serious consequences of operating as a partnership at will is what practitioners often call the “last person standing” problem. If partners retire or leave in succession without the partnership recruiting replacements at the same pace, and there is no partnership agreement fixing a minimum gap between permitted retirements or a mechanism to manage this risk, a practice can find itself down to one or two remaining partners faster than anyone anticipated, with all of the practice’s liabilities, from property obligations to staff employment liabilities, concentrated on fewer and fewer shoulders. This dynamic can also make remaining partners behave defensively, which in turn accelerates the departures it is trying to avoid. A well-drafted partnership agreement, of the kind we draft through our partnership agreements service, addresses this directly, for example by requiring a minimum interval between planned retirements or maintaining a fund to cover lease dilapidations and other unfunded liabilities. We cover how to resolve a breakdown that has already reached this point, including through formal dispute resolution, in Resolving a GP Partnership Dispute: Your Legal Options. What Happens to Your NHS Contract A common misconception is that dissolving the partnership automatically ends the practice’s GMS contract. That is not quite right, but the actual position under the National Health Service (General Medical Services Contracts) Regulations 2015 is arguably more precarious, not less. A GMS contract held by a partnership continues with the partnership “as from time to time constituted”, meaning ordinary changes in membership, a partner joining or retiring, do not by themselves end the contract. But Schedule 3, paragraph 59 of the 2015 Regulations sets out a strict process for what happens if the partnership terminates or dissolves down to a single remaining partner: that partner can only continue holding the contract if they are formally nominated in writing, signed by every partner, at least 28 days before the change of status, and only if they are a qualifying medical practitioner. Where a two-person partnership dissolves because one partner has died, the surviving partner must notify the Integrated Care Board as soon as reasonably practicable. If the survivor is a general medical practitioner, the contract continues with them. If they are not, the Board can only agree to the contract continuing for a maximum interim period of six months while a replacement medical practitioner is found, and if that does not happen in time, the Board must terminate the contract. In other words, a poorly managed dissolution does not just create an internal partnership dispute. It can put the practice’s entire NHS contract, and by extension its income and its patients’ continuity of care, at genuine risk within a matter of

An outstanding CQC rating means a GP practice has been assessed as performing exceptionally well, and it is deliberately difficult to achieve: only 8% of GP practices in England held an outstanding rating as at 1 August 2025, according to CQC’s State of Care report published in October 2025. The rating requires at least two of the five key questions to be rated outstanding and three to be rated good, with strict rules preventing a single weak area from being masked by strong performance elsewhere. We work with GP partnerships on governance and CQC-related matters, and we are often asked what genuinely separates a good rating from an outstanding one. This post sets out how the rating is actually calculated and what CQC’s own published inspection findings show outstanding practices doing differently. Why Outstanding Is Hard to Achieve by Accident Under CQC’s single assessment framework, each of the five key questions (safe, effective, caring, responsive and well-led) is scored from a set of quality statements, themselves built up from scored evidence categories. A key question reaches the outstanding threshold at 88% or above. But CQC’s scoring rules include a specific safeguard: if a key question’s overall percentage sits in the outstanding range, the rating is still capped at good if even one relevant quality statement scored only 1 or 2 out of 4. In other words, a practice cannot average its way to outstanding while carrying a genuine weak spot; every area assessed within that key question has to hold up. At the overall practice level, an outstanding rating additionally requires at least two of the five key questions to be individually rated outstanding, with the remaining three rated at least good. We explain the full scoring mechanics, including how evidence categories and quality statements combine, in our companion post on the CQC single assessment framework for GP practices. What Outstanding Practices Actually Do, According to CQC’s Own Findings CQC’s State of Care 2024/25 report, published in October 2025, includes real, anonymised examples drawn from its own inspection reports that illustrate what an outstanding rating for a specific key question looks like in practice. These are worth reading closely because they show the standard is about substance, not paperwork. One practice rated good overall and outstanding for caring was found to be, in CQC’s words, “exceptional at responding to people’s immediate needs”, with patients describing rapid responses to both online triage requests and telephone contact, and the large majority of patients seen on the same day they made contact. A second example, also rated good overall with an outstanding caring assessment, showed staff actively using population health registers to identify people with learning disabilities, long-term conditions, palliative care needs, and caring responsibilities, then tailoring services accordingly, including small group sessions to support people with a learning disability through breast screening, and outreach to the LGBTQ+ community, asylum seekers, travellers and carers. The same practice had set up and run its own heart failure clinic, assessing 602 patients during 2023/24 and reducing pressure on secondary care as a result. Leadership and Culture as the Common Thread Across CQC’s inspection findings, leadership, management and governance are consistently identified as the factor most closely associated with a good or outstanding rating. In CQC’s published case examples of well-led general practice, a recurring feature is a “no blame” culture in which staff understand their own role in supporting and promoting change, rather than a culture where problems are hidden for fear of individual blame. Practical markers CQC has highlighted include structured recognition of staff contribution, genuine integration with wider community and specialist services, and evidence that feedback from staff and patients actually changes how the practice operates, rather than being collected and filed. Access and Responsiveness Matter, But Context Matters Too CQC’s current findings are candid that access remains a significant pressure point across general practice nationally, with only around half of patients nationally describing telephone contact with their GP practice as easy, and marked variation by deprivation, ethnicity and disability. Practices that have improved their responsiveness rating tend to show measurable change, such as materially reduced call wait times following a specific intervention, alongside genuine attention to digital exclusion, since CQC has flagged that online booking systems introduced without care can create new barriers for autistic patients, older patients, and people with certain long-term conditions. An outstanding responsive rating is not simply about offering more channels to contact the practice; it is about evidencing that those channels actually work for the practice’s specific population. What Separates Good from Outstanding: A Practical Summary Key question What “good” typically shows What CQC’s outstanding examples show Caring Patients treated with courtesy and involved in decisions about their care Measurable, fast response to patient contact, and proactive use of population registers to identify and support specific groups (learning disability, palliative care, carers, LGBTQ+ patients) Responsive Reasonable access arrangements broadly in place Evidenced improvement in access (for example, verified reductions in call wait times), with explicit attention to digital exclusion for vulnerable groups Effective Care generally follows current guidance In-house services (such as a dedicated long-term condition clinic) that demonstrably improve outcomes and reduce reliance on secondary care Well-led Clear governance structures exist on paper A genuine “no blame” culture, staff recognition embedded in practice, and evidence that feedback changes how the practice actually operates Safe Systems in place to manage risk and safeguarding Systems actively tested, audited and demonstrably acted upon, not just documented What This Means for Your Practice An outstanding rating is achievable, but CQC’s own scoring rules mean it cannot be reached by strong performance in some areas covering for a genuine gap in another. The practices CQC highlights as outstanding tend to share a pattern: they can evidence outcomes, not just policies, and their leadership culture supports staff in raising and fixing problems rather than concealing them. For the underlying registration and structural points every practice needs to have right before working towards a rating like this, see our pillar post on

If your practice occupies premises owned by NHS Property Services (NHSPS) or Community Health Partnerships (CHP), you are only obliged to pay a service charge that is reasonable, properly incurred, and reflects services actually provided to your building. You are not obliged to accept a charge simply because NHSPS has applied its Consolidated Charging Policy, and the courts have already confirmed that a blanket policy cannot simply override the terms of your individual occupation. Disputed service charges have become one of the most persistent property issues facing GP practices in England, and for good reason. Charges can run to tens of thousands of pounds a year, often with limited supporting evidence, and because most service charge costs are not reimbursed through the NHS funding system, any overcharge comes straight out of practice income. This post explains why practices are liable for these charges, what the courts have said, and what steps to take if you believe you are being asked to pay too much. Why GP Practices Are Liable for Service Charges at All Where a practice occupies NHSPS or CHP premises, the landlord provides services to the building, such as repairs and maintenance of common areas, cleaning, security, and utilities to shared spaces, and recovers the cost through a service charge. The legal basis for that charge depends on how the practice occupies the premises: under a formal lease or licence, or, where no current written agreement exists, by reference to the conduct of the parties. Uncertainty is most common where an original agreement has technically expired but the practice has continued in occupation, or where no lease was ever properly documented in the first place. Critically, most of the cost of a service charge is not something an ICB will reimburse. Integrated care boards reimburse GP practices for defined “Reimbursable Sums” under the premises cost reimbursement rules, typically covering rent, rates, and insurance, and in some circumstances a proportion of management fees. The bulk of service charge costs, however, fall into the category of “Non-Reimbursable Sums” and are a direct cost to the practice. This is precisely why disputed charges matter so much financially: unlike rent, an unjustified service charge cannot simply be passed through to NHS funding. What the Valley View Case Decided The leading case in this area is Valley View Health Centre (a firm) and others v NHS Property Services Ltd [2022] EWHC 1393 (Ch), a combined trial of five separate actions brought by GP practices against NHSPS, funded by the BMA and heard in the High Court, with judgment handed down on 8 June 2022. The court considered, among other things, whether practices occupying under informal arrangements (including tenancies at will and tenancies implied from conduct) were nonetheless liable to pay service charges, and found that NHSPS was, in principle, entitled to claim service charges from practices, including in some cases where no written agreement was in place. That is not, however, a green light for NHSPS to charge whatever it likes. The judgment made clear that the five cases were decided on their own specific facts rather than as generally applicable “test cases”, and it highlighted real difficulties with how NHSPS had gone about calculating and evidencing its charges, including applying a blanket charging policy across a building or group of properties without regard to the services actually delivered to a specific practice, and failing to properly evidence the costs it claimed to have incurred. In short, Valley View confirmed that practices can be liable for service charges, but it also confirmed that each practice’s liability has to be assessed on its own facts and evidence, not assumed from a standard policy document. Common Problems With NHSPS and CHP Service Charges In practice, disputes tend to cluster around a small number of recurring issues: Steps to Take if You Are Disputing a Service Charge How Disputed Service Charges Connect to Premises Reimbursement Because most service charge costs sit outside NHS reimbursement, they interact closely with the wider rules on how GP premises costs are funded. Practices querying a service charge often need to look at the same underlying framework that governs rent reimbursement and notional rent, since the two issues frequently surface together during a premises review. Our post on the NHS Premises Costs Directions explains that framework in full, and our post on what the Valley View rulings mean for your practice looks in more detail at the litigation itself and its wider implications for GP tenants. What This Means for Your Practice A disputed NHSPS or CHP service charge is a property law issue as much as an NHS contractual one, and getting the basis of your occupation right is usually the starting point for a successful challenge. We advise GP practices across London and the South East on reviewing NHSPS and CHP service charges, challenging unsupported claims, and negotiating settlements. If your practice is facing a disputed service charge, speak to our commercial property team or call us on +44 207 566 1188. You can also reach us by email at info@gurvelegal.com.

Every GP practice in England operates under one of three NHS contract types: General Medical Services (GMS), Personal Medical Services (PMS) or Alternative Provider Medical Services (APMS). Which one your practice holds determines who negotiates your terms, how your funding is calculated, and what grounds NHS England or your integrated care board (ICB) has to terminate your contract. These are not interchangeable labels. Each contract type sits under different regulations, is negotiated by a different body, and carries different risks and flexibilities. For a GP partnership, understanding which contract you hold, and what that means in practice, is as fundamental as understanding your partnership agreement itself. This is the first thing we check when a practice comes to us with a contractual query, and it shapes the advice that follows. This post sets out the legal position on each contract type, how they compare, how funding works under each, and where the main legal risks sit. It is the reference point for the other posts in our NHS contracts series, which we link to throughout. The Three NHS GP Contract Types There are three distinct contractual routes into providing NHS primary medical services in England, each governed by its own legal framework. General Medical Services (GMS) The GMS contract is the national default. It is governed by the National Health Service (General Medical Services Contracts) Regulations 2015 (SI 2015/1862), made under Part 4 of the National Health Service Act 2006, and is negotiated annually (or, occasionally, on a multi-year basis) between NHS England and the General Practitioners Committee of the British Medical Association. Around 70% of practices in England hold a GMS contract. Once negotiated nationally, the terms are used by ICBs to contract with individual practices in their area, so a GMS practice cannot negotiate away from the national terms in the way a PMS practice can. Personal Medical Services (PMS) The PMS contract is governed by the National Health Service (Personal Medical Services Agreements) Regulations 2015 (SI 2015/1879). Unlike GMS, PMS agreements are negotiated and agreed locally between an ICB and an individual practice or group of practices. This gives PMS practices scope to agree local variations, for example additional services tailored to a particular population, in exchange for different funding arrangements, while still operating within the same national legislative framework and the same core legal protections. Roughly a quarter of practices hold PMS contracts. Alternative Provider Medical Services (APMS) APMS is the most flexible of the three. It is not delivered through the same regulations as GMS or PMS but through arrangements made under section 83(2) of the National Health Service Act 2006, set out in Directions issued by the Secretary of State from time to time (the current framework is the Alternative Provider Medical Services Directions 2019, as amended). APMS allows ICBs to contract with organisations other than GP partnerships, including private companies and third sector or social enterprise providers, and can be used to commission services beyond core general practice, for example services targeted at homeless populations or asylum seekers. Around 4% of practices operate under APMS. GMS vs PMS vs APMS: A Direct Comparison Feature GMS PMS APMS Governing regulations NHS (General Medical Services Contracts) Regulations 2015 (SI 2015/1862) NHS (Personal Medical Services Agreements) Regulations 2015 (SI 2015/1879) Directions under s.83(2) NHS Act 2006 (APMS Directions 2019, as amended) Who negotiates terms Negotiated nationally between NHS England and the BMA’s GPC England Negotiated locally between the ICB and the practice Negotiated locally, typically via competitive tender Who can hold the contract GPs and GP partnerships (and some companies limited by shares) GPs and GP partnerships, NHS trusts, and other approved persons Any organisation approved by the ICB, including private and third sector providers Approximate share of practices Around 70% Around 25% Around 4% Term Generally open-ended (in perpetuity, subject to termination grounds) Can be open-ended or fixed-term Usually fixed-term, often 3 to 5 years, subject to re-tender Scope for local variation Limited; terms follow the national contract Greater flexibility to agree locally tailored services and funding Most flexible; scope and services set by the commissioning ICB None of these labels is inherently better than the others. A GMS practice benefits from the stability and predictability of a nationally negotiated, open-ended contract. A PMS practice trades some of that certainty for local flexibility. An APMS contract offers commissioners the most room to shape services around local need, but for the provider it usually means a fixed term and the prospect of re-tendering, which brings a different set of commercial risks that a GMS or PMS practice does not face. How Funding Differs Across Contract Types Regardless of contract type, most core funding flows through the global sum, calculated on a per-weighted-patient basis using the Carr-Hill formula, which adjusts for factors such as patient age, sex, and additional needs. For 2026/27, the global sum payment per weighted patient rose from £123.34 to £130.07, a net uplift across GMS, PMS and APMS contracts of £6.73 per weighted patient, equating to a 5.5% GMS contract uplift. NHS England confirmed that commissioners would apply this same uplift to PMS and APMS contracts with effect from 1 April 2026, so that the three contract types move broadly in step even though PMS and APMS terms are locally agreed. On top of the global sum, practices can receive income from: Where PMS and APMS contracts differ from GMS in practice is not usually in the headline uplift, which NHS England has confirmed will track GMS, but in the detail of local variations agreed years earlier, some of which include locally negotiated premium payments (sometimes referred to as PMS “growth money”) that are not automatically replicated in GMS terms. Any practice considering a move between contract types should have those local terms reviewed before assuming the figures are directly comparable. Core Requirements Under All Three Contract Types Whichever contract a practice holds, it sits on a common structure of obligations. Every GP contract: For 2026/27, the core contract was tightened further:

An NHS contract dispute, whether it concerns a breach notice, a remedial notice, or an outright termination notice, is governed by Part 8 of Schedule 3 to the National Health Service (General Medical Services Contracts) Regulations 2015, and by the NHS dispute resolution procedure administered by NHS Resolution. Practices have defined rights to challenge notices and defined time limits for doing so, but those time limits are often short, and missing one can significantly narrow your options. This article sets out how the process actually works under a GMS contract, PMS contracts typically mirror the same structure, and what a practice should do at each stage, from a first breach notice through to a termination notice and any subsequent appeal. The general shape of the dispute resolution process Most disputes between a GP practice and NHS England (now largely operating through integrated care boards) are expected to go through local resolution first: both parties are required to make reasonable efforts to communicate and cooperate to resolve the issue directly before either side escalates. Where that fails, or where the dispute concerns a formal notice with its own statutory timetable, the matter can be referred to the NHS dispute resolution procedure, determined by NHS Resolution (the operating name of the NHS Litigation Authority), which is responsible for the prompt and fair resolution of disputes between primary care contractors and their commissioners, including disputes over GP premises rent, breach or remedial notices, and contract variation or termination. Remedial notices and breach notices Where a practice breaches its GMS contract in a way that is capable of being fixed, and the breach does not fall into one of the more serious categories set out below, the commissioner must give a remedial notice before taking any other action. Under paragraph 70 of Schedule 3 to the 2015 Regulations, a remedial notice must specify the details of the breach, the steps the practice must take to remedy it, and the period allowed, which must be at least 28 days unless a shorter period is genuinely necessary to protect patient safety or prevent material financial loss to the commissioner. Where the breach is not capable of remedy, a breach notice can be issued instead, requiring the practice not to repeat it. If the practice repeats a breach that was the subject of an earlier notice, or commits a further breach resulting in another notice, the commissioner can move to terminate the contract, but only where it is satisfied that the cumulative effect of the breaches is such that allowing the contract to continue would prejudice the efficiency of the services provided. A single further minor breach after an earlier notice does not automatically justify termination; the cumulative impact test has to be met. Notice type When it is used Minimum notice period Next step if unresolved Remedial notice Breach is capable of being fixed 28 days (shorter only for patient safety or financial loss risk) Further notice terminating the contract if steps not taken Breach notice Breach is not capable of remedy No fixed minimum, but must specify the breach clearly Termination if the breach is repeated or a further breach occurs Termination notice Cumulative breaches, serious risk to patients or finances, or a defined statutory ground At least 28 days, unless patient safety or financial loss requires immediate effect Practice may refer to the NHS dispute resolution procedure before the notice period ends Challenging a termination notice Where the commissioner is entitled to terminate the contract, whether for cumulative breaches, for a change in partnership eligibility, or for one of the other statutory grounds, the notice must generally specify a termination date at least 28 days after the notice is given. If the practice invokes the NHS dispute resolution procedure before that notice period ends, and confirms this to the commissioner in writing, the contract does not terminate at the end of the original notice period. Instead, termination is suspended until there has been a final determination of the dispute, either through the NHS dispute resolution procedure or by a court, or until the practice stops pursuing the dispute. The commissioner can only override this suspension where it is satisfied that immediate termination is necessary to protect patient safety or prevent material financial loss, in which case it can confirm the contract will terminate regardless. Common triggers specific to GP partnerships Several of the statutory termination grounds are specific to practices operating in partnership rather than as a single contractor, and this is where NHS contract disputes most often intersect with a wider partnership dispute. The commissioner can terminate where the partnership no longer satisfies the eligibility conditions in the regulations, for example where there is no general medical practitioner left in the partnership, and separately, where a partnership dissolution is ordered by a court, tribunal or arbitrator. A further, distinct ground allows the commissioner to terminate where one or more partners have left during the life of the contract and, in the commissioner’s reasonable opinion, the resulting change in membership is likely to have a serious adverse impact on the ability to deliver services, though this requires the commissioner to specify its reasons in the termination notice itself. It is important not to confuse these defined grounds with an assumption that any partnership change automatically ends the contract. Regulation 15 of the 2015 Regulations provides that a GMS contract held by a partnership is treated as made with the partnership “as it is from time to time constituted”, meaning ordinary changes in partners do not, by themselves, terminate the contract. This exact point was tested in Bhat v NHS Litigation Authority [2024] EWHC 375 (Admin), where the High Court found that NHS Litigation Authority had wrongly concluded that a partnership dissolution terminated a GMS contract. We examine that decision in full in our article on the Bhat case, and if your dispute has arisen alongside a change in your partnership, our guide to resolving a GP partnership dispute covers the partnership-law side of

Yes, the NHS can lawfully reclaim payments already made to your GP practice, including where the practice was not at fault and has already spent the money on patient care. The right of recovery is built into the contractual and financial framework that governs how practices are paid, and 2024 saw a well-publicised example of exactly how disruptive this can be when it goes wrong at scale. This article explains the legal basis for NHS clawback, what happened in a real recent case that illustrates the risk, and what a practice can and cannot do when it receives a demand for repayment. What “NHS clawback” actually means “Clawback” is not a defined legal term, but it is commonly used to describe any situation where a commissioner, whether NHS England, an integrated care board (ICB), or historically a clinical commissioning group, seeks to recover money already paid to a GP practice. It typically arises in one of three ways: We cover the premises-specific version of this problem in detail in Notional Rent Clawback: Protecting Your Practice From NHS Premises Reimbursement Disputes, and the position on general contractual breach in Are You in Breach of Your GMS or PMS Contract?. This article focuses on clawback as a payment recovery issue rather than a breach or termination issue, though the two can overlap, and both sit within the wider field of NHS regulatory compliance that governs how practices are paid and held accountable. The legal basis for recovery GMS contracts are entered into under section 84 of the National Health Service Act 2006 and governed by the National Health Service (General Medical Services Contracts) Regulations 2015 (SI 2015/1862). The financial terms of that contract, what a practice is paid and when, are not set out in the regulations themselves but in the Statement of Financial Entitlements (SFE), a set of Directions issued by the Secretary of State under section 87 of the 2006 Act and updated at least annually alongside each year’s GP contract changes. Recovery of overpayments is an established feature of the SFE framework: where a commissioner has paid a practice more than it was entitled to under the SFE, the commissioner has a contractual right to recover that overpayment. This applies regardless of whether the overpayment arose from an error by the practice or an error by the commissioner. The Nottinghamshire case below is a clear illustration of the latter. Separately, the NHS General Medical Services Premises Costs Directions 2024, which came into force on 10 May 2024 and replaced the 2013 Directions, formalised specific clawback provisions covering premises-related overpayments: payments made by the commissioner in error, cases where entitlement criteria were not actually met, and cases where a reimbursed charge is later refunded to the practice by a third party (for example, a landlord refunding a service charge that had already been reimbursed as notional rent). We explain this framework in full in The NHS Premises Costs Directions Explained. The Nottinghamshire case: a real recent example In 2024, the BBC reported that an administrative error by the Nottingham and Nottinghamshire ICB had resulted in 16 GP practices being overpaid, in some cases for a period of three and a half years. The practices had opted out of providing out-of-hours care, which should have triggered a 4.75% reduction in their funding, but the ICB’s payment system was not adjusted to reflect the change, so practices continued receiving the higher, pre-opt-out level of funding until the error was identified in October 2023. According to the Nottinghamshire Local Medical Committee, affected practices were told they owed sums ranging from £20,000 to £300,000. Two examples reported by the BBC illustrate the scale involved: the Windmill Practice in Sneinton was told it owed £174,000, and subsequently decided to hand back its contract from June 2024 (though the LMC was clear this was not the only factor in that decision), and Tudor House Medical Practice in Sherwood was told it owed £108,000. The ICB acknowledged the error was its own, describing it as arising from a mismatch between a change in contractual status and the payment mechanism not being updated to reflect it, and said it was working with affected practices individually to agree repayment over an agreed period, rather than demanding lump-sum repayment. Practice representatives were candid that, while the ICB was contractually entitled to recover the money, doing so was, in their words, “morally questionable” given the practices had spent the funds on legitimate patient care and had no reasonable way of knowing they were being overpaid. The case is a useful illustration of three points that apply generally: the commissioner’s right to recover an overpayment does not depend on the practice being at fault, spending the money in good faith on patient care is not a legal defence to recovery (though it is a legitimate point to raise when negotiating repayment terms), and where the commissioner accepts the error was its own, that acceptance can shape a more workable repayment arrangement, even if it does not extinguish the underlying debt. How practices can respond to a clawback demand Step What to do Why it matters 1. Verify the calculation Request a full breakdown of how the sum was calculated, including the relevant SFE provision or Premises Costs Directions clause relied on Payment system errors are not always correctly identified or quantified on first review 2. Check the time period Confirm exactly which period the claimed overpayment covers Recovery of a simple contract debt is generally subject to a six-year limitation period under section 5 of the Limitation Act 1980, so older elements of a claim may be open to challenge 3. Raise the source of the error Where the overpayment arose from a commissioner error rather than a practice error, put this on record in writing It will not usually defeat the claim, but it is directly relevant to negotiating a proportionate and manageable repayment schedule 4. Consider the dispute resolution route GMS and PMS contracts include a formal NHS dispute

The GP contract for 2026/27 took effect on 1 April 2026, following a letter published by NHS England on 24 February 2026 (updated 4 March 2026) setting out an overall funding increase of £485 million, bringing total contract value to £13,863 million. What makes this year’s contract legally notable is not only its content, but the process behind it: unlike previous years, this round of changes was put to the profession as what the Department of Health and Social Care itself described as a consultation rather than a negotiation with the BMA’s General Practitioners Committee England, and the GPC subsequently balloted GPs on the changes, with a majority of those who voted opposed. For a GP partnership, that shift in process matters as much as the substance. The annual contract cycle has, for years, operated on the basis of agreement between NHS England (or DHSC) and the BMA, with the resulting terms then given legal effect through amendments to the GMS Contracts Regulations 2015 and the Statement of Financial Entitlements. A move towards imposed rather than negotiated terms does not change the fact that, once the underlying regulations are amended, the terms bind practices regardless of the BMA’s position. This post sets out what changed for 2026/27, the financial detail behind the headline figures, and where practices most need to pay attention. The Funding Headline, and Why the Real Terms Picture Is Contested NHS England’s own description of the £485 million uplift is a 3.6% cash increase, or 1.4% real terms growth relative to the GDP deflator. Global sum, the core per-patient payment underpinning most practice income, rose from £123.34 to £130.07 per weighted patient, a net uplift of £6.73, which NHS England describes as a 5.5% GMS contract uplift, applied equally to GMS, PMS and APMS contracts from 1 April 2026. That is NHS England’s own figure and methodology. Independent analysis published by Londonwide LMCs reaches a different real terms conclusion using a different baseline and inflation measure, calculating that against a 2.4% inflationary uplift to the prior year’s total budget, the 2026/27 contract value has in fact fallen by approximately 0.26% in real terms. Both figures cannot be reconciled without knowing the precise assumptions each methodology used, and we would treat any single “real terms” headline, from either side, with appropriate caution. What is not in dispute is the cash figures: a £485 million uplift, a global sum increase to £130.07 per weighted patient, and a QOF point value rising to £227.95. The Practice-Level GP Reimbursement Scheme The most structurally significant change for 2026/27 is the introduction of a new practice-level GP reimbursement scheme, replacing the PCN-level Capacity and Access Payment. NHS England has repurposed £292 million from the former PCN Capacity and Access Payment into a scheme worth £4.57 per practice adjusted population, intended to let individual practices recruit additional GP sessions to support same-day clinically urgent access, rather than relying on PCN-level arrangements. Practices should be aware of several legal and practical conditions attached to this scheme: For practices already employing GPs under Additional Roles Reimbursement Scheme arrangements, the removal of the restriction limiting ARRS GP funding to recently qualified doctors (previously those within 2 years of their Certificate of Completion of Training) opens up recruitment more broadly, a change we cover in more detail, including the employment law risks it raises, in our post on ARRS employment traps. Access Requirements: Same-Day Triage Becomes Contractual The core practice contract was amended to require that requests a practice determines to be clinically urgent must be dealt with on the same day. Practices can no longer ask patients to call back or make contact on another day. For non-urgent contacts, practices must provide patients with an appropriate response, explaining how and when the issue will be managed, by the end of the next working day. Online consultation systems must not cap the number of requests that can be submitted during core hours, putting online access on the same contractual footing as telephone and walk-in access. Where an ICB identifies unwarranted variation in a practice’s performance against these requirements, the practice is now contractually required to engage with ICB support, a provision with real teeth given its proximity to the existing breach and remedial notice framework under the GMS Contracts Regulations. QOF and Vaccination Changes Area Change for 2026/27 Diabetes New indicator requiring delivery of all 8 NICE-recommended care processes Heart failure Updated indicators reflecting the NICE-recommended “4 pillars” of treatment for HFrEF Obesity Two new indicators on referral to structured weight management programmes and shared decision-making on pharmacotherapy; the separate Weight Management Enhanced Service is retired Blood pressure control New combined indicators for patients without frailty, replacing the previous separate CHD and stroke/TIA indicators Childhood vaccination (VI001-VI003) New improvement-from-baseline thresholds introduced as an alternative to fixed achievement thresholds, with practices paid on whichever measure yields more points These changes are supported by an additional 18 QOF points, worth approximately £25 million nationally. The improvement-from-baseline mechanism for vaccination indicators is a genuinely useful change for practices in areas with historically low uptake, since it removes the previous all-or-nothing character of fixed thresholds, though the current thresholds themselves (VI001 at 89-96%, for example) remain otherwise unchanged. Other Contractual Changes Worth Noting What the Process Question Means Legally The characterisation of this year’s contract changes as a “consultation” rather than a negotiated agreement is more than a semantic point. In previous years, the annual contract has generally reflected a negotiated settlement between DHSC/NHS England and the BMA’s GPC England, subsequently implemented through statutory instruments amending the GMS Contracts Regulations 2015 and updates to the Statement of Financial Entitlements. Whether or not the BMA agrees to a given year’s terms does not, in itself, prevent those terms taking legal effect once the underlying regulations and directions are amended and in force. Practices are bound by the contract as varied by the regulations in force, not by whether their representative body consented to the process that produced them. For background on how

The Neighbourhood Health Framework was published jointly by the Department of Health and Social Care and NHS England on 17 March 2026, setting out how care in England will be reorganised around local populations of roughly 30,000 to 50,000 people over the next three years. For GP practices, it signals the most significant change to how primary care is commissioned and contracted since Primary Care Networks (PCNs) were introduced in 2019, though for most practices in the short term it changes how services are planned locally rather than the core GP contract itself. We act for GP partnerships, PCNs and healthcare businesses across London and the South East, and we are already fielding questions from practice managers and partners trying to work out what is confirmed, what is still under consultation, and what they actually need to do in 2026/27. This post sets out the framework itself, in plain terms, direct from the primary source. We cover the specific implications for PCNs in a companion post, Do PCNs Have a Future Under the Neighbourhood Health Framework? What the Neighbourhood Health Framework Actually Is The framework is a policy paper, not legislation and not a new contract in itself. It is published on GOV.UK under the Department of Health and Social Care and sits within the government’s 10 Year Health Plan for England. Its stated purpose is to define neighbourhood health, set out the challenges neighbourhood health and care services should address, establish metrics for success, and define the roles of integrated care boards (ICBs), local authorities, health and wellbeing boards and other partners in delivering it. The framework organises reform around three agendas: A “neighbourhood” is not a new statutory body. It is a defined population footprint, agreed locally between the ICB, local authorities and health and wellbeing boards, around which integrated neighbourhood teams and, in time, new contracts will be organised. In many areas, the existing PCN footprint already maps reasonably well onto this population size, which is one reason PCNs feature so heavily in how this reform is expected to play out in practice. Key Dates: What Has Actually Been Confirmed Given how fast this topic is moving, precision on dates matters more than usual. The table below sets out what is confirmed against the primary sources, as at 28 July 2026. Date Milestone Status 17 March 2026 Neighbourhood Health Framework and “Fit for the future: towards population health delivery models” published by DHSC and NHS England Confirmed, published 18 March 2026 NHS England covering letter to ICB and provider chief executives on next steps Confirmed, published 2026/27 financial year Stage 1: ICBs and health and wellbeing boards deliver minimum foundational actions (neighbourhood footprints, INT plans, Better Care Fund alignment, data-sharing arrangements) Confirmed, in progress 16 July 2026 NHS England opens consultation on proposed Multi-Neighbourhood Provider (MNP) and Single Neighbourhood Provider (SNP) contracting models Confirmed, live consultation 10 September 2026 MNP/SNP consultation closes Confirmed deadline; outcome and further consultation on firmer proposals still to follow By March 2027 Target: 90% of clinically urgent patients seen same-day by their GP practice team; interim RTT trajectory of 70%; ED four-hour performance trajectory of 82% Confirmed national target in framework, not yet achieved From April 2027 Stage 2 begins: ICBs and health and wellbeing boards required to develop locally owned neighbourhood health plans for 2027/28 onwards Confirmed direction, detail still to be worked through locally By March 2029 Targets: RTT standard of 92%; ED four-hour performance of 85%; 10% reduction in non-elective admissions for priority cohorts, among other metrics Confirmed national target By 2030 120 of the planned 250 Neighbourhood Health Centres (NHCs) delivered Confirmed ambition, wave 1 pipeline focused on repurposed NHS estate in areas of highest deprivation By 2035 250 Neighbourhood Health Centres delivered nationally Confirmed ambition What is not yet confirmed is equally important. The precise design of the new SNP and MNP contracts, how PCNs might transition into SNPs, and how funding will flow between ICBs, integrated health organisations and neighbourhood providers are all still subject to consultation and further guidance. Anyone telling you these details are settled is getting ahead of the primary source. New Ways of Contracting: SNPs, MNPs and IHOs The framework introduces three new population-based contracting models, sitting alongside (not replacing) the existing GP contract. Crucially, the framework and the subsequent NHS England consultation are explicit that General Medical Services (GMS), Personal Medical Services (PMS) and Alternative Provider Medical Services (APMS) contracts, the contracts that actually govern how most GP practices are paid and regulated, will continue to be determined nationally and commissioned locally. The Neighbourhood Health Framework does not, on its own, change your GMS or PMS contract. Model Typical population size What it does Who can hold it Single Neighbourhood Provider (SNP) Around 50,000 (working assumption, not mandated) Delivers enhanced primary medical services through integrated neighbourhood teams within one neighbourhood, building on the existing PCN DES Any legal entity meeting eligibility criteria, including a lead GP practice acting for a consortium Multi-Neighbourhood Provider (MNP) Around 250,000 or more (working assumption, not mandated) Co-ordinates consistent delivery of neighbourhood health services across several neighbourhoods, and may sub-contract primary medical elements to SNPs A single legal entity or lead provider for a consortium, for example a primary care organisation, Community Interest Company, limited partnership or NHS trust Integrated Health Organisation (IHO) Larger defined population, aligned to one or more MNP footprints Holds a whole-population capitated budget and takes responsibility for resource allocation and service planning across the whole care pathway NHS organisations only, initially high-performing advanced foundation trusts designated by DHSC and NHS England None of these are compulsory in 2026/27. The framework describes NHS England taking “an enabling, non-prescriptive approach”, and the July 2026 consultation confirms there is no new national funding attached to the SNP or MNP contracts, they are locally defined and locally funded options that ICBs and practices can choose whether and when to take up. We look at the practical implications for PCNs specifically, including the three commissioning

Leaving a GP partnership is governed first and foremost by the terms of your partnership deed, not by employment law, and getting the process wrong can put your NHS pension timing, your capital account, and even the practice’s GMS contract at risk. If a deed is in place, it should set out your notice period and the leaving process in detail. If no deed exists, you are operating as a partnership at will under the Partnership Act 1890, and leaving becomes considerably more complicated. Whether you are retiring after decades in practice or moving on to a different opportunity, the practical and legal steps are broadly the same, and they need to be worked through in the right order. Start With the Partnership Deed A properly drafted deed will distinguish between a “good leaver,” a partner retiring by giving the required notice, and a “bad leaver,” a partner being expelled or removed under specific provisions. It should set out the notice period required, typically between three and twelve months depending on the deed, and the process for calculating what you are owed. Key clauses to check before you give notice include: Where the deed is silent or ambiguous on a point, or where you want to agree different terms for your specific departure, for example an extended handover period, it is common to negotiate and sign a separate deed of retirement alongside the existing partnership deed. What Happens to the GMS Contract When You Leave A GMS contract is held by the partnership “as from time to time constituted.” Under the National Health Service (General Medical Services Contracts) Regulations 2015, the contract continues in force despite a change in the partners, provided the remaining and incoming partners remain eligible contractors and satisfy the conditions in the regulations. In practice, this means your departure alone will not usually threaten the practice’s core NHS contract, provided the remaining partnership is properly constituted and continues to meet the eligibility rules. The position is different if the partnership is dissolving entirely, or if the change in status means the practice will continue as a single-handed GP rather than a partnership. In that scenario, the regulations require written notice to NHS England (via the integrated care board), signed by every partner, at least 28 days before the change takes effect. The notice must specify the practitioner with whom the contract is to continue. This is a formal regulatory step, not a courtesy notification, and missing it can create real uncertainty over who is contracted to deliver services. The Leaving Accounts and Your Capital Account Most deeds require the practice to prepare leaving accounts to establish what you are owed on departure, covering your share of undrawn profits, your capital account, and, if the practice owns its premises, your share of the property. This last point is often the most financially significant and the most contentious, particularly where the practice premises have appreciated substantially in value since you joined. We cover this in detail separately in our article on retaining your property share after GP retirement, which is worth reading alongside this one if the practice owns its building. Where the deed requires an independent valuation, agree the valuer and the valuation date early. Disputes over leaving accounts are one of the most common sources of GP partnership litigation, usually because the departing partner and the remaining partners have different expectations about timing, methodology, or what counts as a partnership asset. NHS Pension Timing: The 24-Hour Rule If you intend to draw your NHS pension on leaving, timing matters. Your normal pension age depends on which section of the NHS Pension Scheme you are in: 60 in the 1995 Section (55 with special class status), 65 in the 2008 Section, and your State Pension age, or 65 if later, in the 2015 Scheme. From 6 April 2026, State Pension age begins rising in stages from 66 to 67, which pushes the 2015 Scheme’s normal pension age out further for anyone affected by that change. If you plan to take “24-hour retirement,” drawing your pension while continuing to work in some capacity, you must have a genuine break of at least 24 hours from every NHS pensionable post before resuming NHS pensionable work, including locum sessions. GPs who are partners must formally resign from any GMS, PMS, or APMS contract they hold, and salaried GPs must resign their NHS employment contract, before that break can start. The previous restriction limiting members to no more than 16 hours of work in the first month after returning was removed with effect from 1 April 2023 in England, which gives returning GPs considerably more flexibility than in previous years. If you intend to return to the practice in any capacity after retiring, it is sensible to agree the terms of that return, whether as a salaried GP, a locum, or a consultant, in writing before you retire rather than after. Restrictive Covenants Many partnership deeds include restrictive covenants preventing a departing partner from practising within a set distance of the practice, or from soliciting patients or staff, for a defined period after leaving. These covenants are enforceable in principle, but only to the extent they go no further than reasonably necessary to protect the practice’s legitimate business interests. A covenant with an excessive geographic radius or an unreasonably long duration risks being struck out entirely if challenged, but you should not assume this without advice specific to your circumstances and the exact wording of your deed. Step What to check or do Review the deed Confirm notice period, good leaver provisions, and any minimum gap rules Give written notice Follow the exact method and recipients required by the deed Notify NHS England/ICB Required where the change affects contractor status, generally at least 28 days’ notice Agree leaving accounts Establish capital account, undrawn profit, and property share, with an independent valuation if required Check restrictive covenants Understand any limits on where or how soon you can practise elsewhere Plan NHS

The “last man standing” problem is the risk that one or more GP partners cannot retire when they want to because they cannot release themselves from the practice’s lease, mortgage or other long-term liabilities. It is a partnership law and property law problem, not a clinical one, and it tends to surface fastest in exactly the practices least able to absorb it: smaller partnerships with an ageing partner group and no obvious successors. We see this most often triggered by surgery leases and mortgage redemption penalties, though any onerous, long-dated obligation can cause it, including equipment finance, service charge liabilities, or a personal guarantee given years earlier and never released. Understanding why it happens, and what actually reduces the risk, matters more than most partnership agreements currently reflect. Why the Risk Builds Slowly, Then Suddenly The mechanics are similar to a run on a bank. A partnership works on the assumption that each partner can leave in an orderly way, with a successor stepping into their place on the lease, the mortgage and the GMS contract. If recruitment becomes difficult, and one or two partners start to worry that a colleague may leave without an obvious replacement, they start privately weighing up the cost of being the one left holding the liabilities. Once that thinking spreads among the partner group, everyone has an incentive to be next to leave rather than last, which is precisely the dynamic that produces a last-man-standing outcome. A well-drafted partnership deed limits this by requiring a minimum gap, often six months, between permitted retirements, but a gap requirement only works if it is actually followed and enforced. Where the Legal Exposure Actually Comes From Joint and several liability under the lease This is the point where property law and partnership law collide, and it is where our commercial property team spends most of its time on GP instructions. Because most surgery leases are granted to a partnership, every partner named as tenant is jointly and severally liable for the whole of the rent, service charge and repairing obligations, not just their proportionate partnership share. A retired partner who was never formally released from the lease remains exposed to the landlord for arrears or dilapidations claims run up years after they stopped working at the practice. The 1995 Act only helps if the lease is newer, and the release actually happens The Landlord and Tenant (Covenants) Act 1995, which came fully into force on 1 January 1996, changed the position for leases granted from that date onward: a tenant is automatically released from the lease covenants on a lawful assignment, unless they have agreed to enter into an Authorised Guarantee Agreement (AGA) guaranteeing their immediate successor’s performance. Many landlords now require an AGA as a condition of consenting to assignment, which means an outgoing partner can still carry liability for their immediate successor even after leaving. For leases granted before 1 January 1996, and some GP surgery leases run to considerably longer terms than that, the older “privity of contract” position can still apply, meaning an original tenant can remain liable for the whole of the remaining term regardless of how many times the lease has since been assigned. If your practice occupies premises under a long-standing lease, checking its date and structure is not a formality, it directly determines your exposure. Mortgage redemption penalties Where the premises were bought with a loan, redeeming that loan early to allow a sale or restructuring can trigger early repayment charges that fall on the departing partner or on the partnership as a whole, depending on how the borrowing was structured and guaranteed. This is a second, independent source of last-man-standing exposure that sits alongside, and is sometimes worse than, the lease itself. What Actually Reduces the Risk Mitigation Why it helps Keep the lease tenant list current Add new partners as tenants and formally release retiring partners at the same time, rather than letting the named tenants drift out of date. Waiting means tracking down long-retired partners later, which is far harder. Minimum gap between retirements A partnership deed clause requiring, for example, a six-month gap between permitted retirements gives the practice time to recruit rather than facing simultaneous departures. Sinking fund for repairing obligations Keeps cash available for dilapidations and other lease-related costs rather than leaving them as a surprise liability for whoever remains. Break clauses tied to GMS/PMS termination Can provide an exit route if the contract ends, though enforceability depends heavily on drafting and should not be assumed to work without legal review. Early engagement with the ICB Under Direction 54 of the Premises Costs Directions 2024, NHS England must operate a protocol for assigning the lease to a nominee where no successor can be found, but this depends on early, honest engagement, not a late-stage rescue request. Consider practice scale and merger Smaller practices are more exposed because losing one or two partners removes a larger proportion of the covenant strength behind the lease. A merger or joining a larger group can reduce this concentration risk. Some GP partners ask about incorporating as a limited company or moving to a limited liability structure specifically to ring-fence this risk. That can help with future liabilities, but it does not retrospectively remove existing personal exposure under a lease or guarantee already in place, and any restructuring of this kind needs to be considered alongside the GMS contract terms and NHS England’s approach to contractor changes, not treated as a straightforward fix. How This Connects to Property Ownership Decisions Last-man-standing risk is rarely just about the lease in isolation. It is closely tied to how the surgery building is owned and how retiring partners’ property interests are dealt with. If you are weighing up whether the building should sit inside the partnership at all, see Should Your Surgery Building Be Held as a Partnership Asset?. If a partner is approaching retirement and wants to keep their share in the premises rather than sell it, that decision

Notional rent clawback happens when NHS England or your ICB decides that some or all of the rent reimbursement your practice has received for premises you own was not properly due, and seeks to recover it. This most commonly arises where a practice hosts a third party, such as a federation clinic, a pharmacy, or another NHS service, without properly declaring or structuring that arrangement, and the commissioner treats income from it as reducing the practice’s entitlement to reimbursement. This article explains how notional rent works, why clawback risk arises, and the practical steps that reduce exposure, particularly for practices considering bringing additional services into their premises. It sits alongside our wider work advising GP practices on premises and contractual issues. How notional rent reimbursement works Where a GP practice owns its own premises, rather than leasing from a third-party landlord, it does not receive rent in the ordinary sense. Instead, it receives a notional rent reimbursement intended to put the practice in a broadly similar financial position to a practice that leases equivalent premises. This is assessed by reference to the Current Market Rent (CMR), the rental value the premises would achieve on the open market under a set of notional lease terms (commonly a 15-year term, with the tenant responsible for internal repairs and the landlord for external and structural repairs and insurance). The legal basis for this framework was, until May 2024, the National Health Service (General Medical Services – Premises Costs) Directions 2013. These were replaced by the National Health Service (General Medical Services – Premises Costs) Directions 2024, which came into force on 10 May 2024. All rent reviews now proceed under the 2024 Directions, whatever framework applied when the arrangement was first set up. We cover the broader premises reimbursement framework, including borrowing costs as an alternative to notional rent, in The NHS Premises Costs Directions Explained. Where clawback risk actually comes from The single most common trigger for notional rent clawback is a practice generating additional income from its premises without correctly declaring or structuring that arrangement. This typically arises where a practice: Specialist primary care premises surveyors have flagged this as a recurring issue since the 2013 Directions came into force: where a flat service charge is not properly itemised, the commissioner may treat some or all of it as premises income, which then reduces the notional rent the practice is entitled to have reimbursed. Because notional rent reimbursement is typically reassessed periodically, including whenever a practice submits an updated CMR1 form, an under-declared or poorly documented third-party arrangement can result in a retrospective reduction, and a demand to repay the difference for the period it was overpaid. This is a genuine tension for practices, because NHS policy generally encourages practices to operate as a “one-stop shop” hosting a wider range of services, while the NHS reimbursement rules can penalise practices that do this without careful structuring. The answer is not to avoid hosting third parties, but to document the arrangement properly from the outset. What changed under the 2024 Directions The 2024 Directions made several changes directly relevant to clawback risk and to practices sharing premises with third parties: Change under the 2024 Directions Practical effect Formal clawback provisions for overpayments The Directions now expressly cover recovery where payments were made in error, where entitlement criteria were not met, or where a reimbursed charge is later refunded to the practice by a third party Requirement to consider multi-functional use Practices and commissioners must now consider whether opportunities exist for additional, multi-functional use of the premises, formally acknowledging shared use rather than treating it as exceptional Reimbursement for third-party sharing agreements For the first time, practices can seek reimbursement of the costs of putting formal agreements in place with third parties sharing the premises New notional rent abatement thresholds Where an improvement grant has been received, the period over which notional rent is abated is now tied to graduated thresholds (for example, 6 years for grants under £144,000, up to 18 years for grants of £1.2 million or more), an improvement on the flatter 15-year rule under the 2013 Directions Wider pool of valuers Commissioners can now take rent advice from any suitably qualified RICS-registered valuer, not only the District Valuer, potentially speeding up disputed reviews Reducing the risk before you take on a third party If your practice is already hosting a third party, or is considering doing so, the following steps materially reduce the risk of a later clawback demand: If a clawback demand is received despite these precautions, the practical and dispute resolution steps are the same as for any other NHS clawback claim: verify the calculation, check which period it covers against the general six-year limitation period for recovery of a simple contract debt, and consider whether the formal NHS dispute resolution procedure is the right route if entitlement itself, rather than just the repayment schedule, is genuinely in dispute. We set this process out in full in NHS Clawback: Can the NHS Reclaim Payments Already Made to Your Practice? What This Means for Your Practice Notional rent clawback is largely a documentation problem wearing a valuation problem’s clothes. The underlying commercial activity, hosting a federation clinic, a pharmacy, or a shared service, is usually entirely legitimate and often actively encouraged by NHS policy. The risk arises when the paperwork does not clearly separate premises income from everything else, leaving the commissioner free to interpret it unfavourably at the next review. Getting the structure and the lease or licence documentation right at the outset, ideally alongside your surgery lease arrangements more broadly, is far cheaper than disputing a clawback demand after the fact. We look at how GP surgery leases differ from ordinary commercial leases, including how third-party occupation should be documented, in GP Surgery Leases: Why They’re Different from Ordinary Commercial Leases. We advise GP practices on structuring premises income, third-party sharing arrangements, and disputing notional rent clawback demands. If you are planning to bring a

A GP surgery lease is not a standard commercial lease, even though it looks like one on the surface. It operates inside the framework set by the National Health Service (General Medical Services – Premises Costs) Directions 2024, which came into force on 10 May 2024 and replaced the 2013 Directions of the same name. That framework controls how much rent NHS England will actually reimburse, dictates terms that a landlord and tenant would otherwise negotiate freely, and creates consequences on retirement or contract termination that a shop or office lease simply does not have. We act for GP partnerships and for landlords of primary care premises across London and the South East on both commercial property and partnership matters, and the same question comes up on almost every instruction: why can’t we just use a normal commercial lease template? The answer is that a normal template does not account for NHS rent reimbursement rules, does not deal properly with a partnership as tenant, and rarely anticipates what happens when a partner retires or the GMS contract ends. This is the pillar piece for our GP property series. Below we set out the areas where a surgery lease needs to depart from standard commercial terms, and link through to more detailed posts on retirement, partnership ownership and the “last man standing” problem. Why NHS Premises Rules Drive the Lease Terms Under a GMS contract, a practice does not simply pay rent and absorb the cost. It applies to NHS England for financial assistance towards its premises costs under the Premises Costs Directions 2024, and the level of that assistance depends on the type of occupation: The practical consequence for a lease is this: if the rent agreed with a landlord is higher than the current market rent NHS England is prepared to recognise, the practice absorbs the shortfall itself, every month, for the life of the lease. A solicitor negotiating the lease needs to understand this reimbursement mechanism before agreeing rent, rent review provisions or service charge terms, not after signature. Rent Reimbursement Routes Compared Occupation type How rent is funded Review pattern Who sets the figure Third-party leasehold Lower of current market rent or actual lease rent (Direction 33) At each contractual rent review; not automatically three-yearly District valuer or an appointed RICS valuer, by reference to the lease terms Owner-occupied (notional rent) Current market rental value of the premises (Direction 42-43) Three-yearly review, or sooner if use changes or capital is invested District valuer or appointed RICS valuer, applying Schedule 2 factors Owner-occupied with a loan (cost rent) Contribution towards loan interest, capped by a prescribed percentage (Direction 37-40) Recalculated when the applicable rate changes, or on request NHS England, based on the loan terms and prescribed percentage Where a practice is a partnership and every partner who owns the premises has retired without the ownership passing to a current partner, Direction 33(10)-(12) is important and often missed: the practice stops being entitled to notional rent altogether, and NHS England instead reassesses it as if it had applied for leasehold rental costs, paying the current market rent under Direction 34. This shift, from notional rent to an actual landlord-and-tenant relationship, is exactly the point at which many of the disputes we see arise, and we cover it in more detail in our post on retaining your property share after GP retirement. Security of Tenure and Contracting Out Most business tenancies in England and Wales attract security of tenure under Part II of the Landlord and Tenant Act 1954, meaning the tenant has a statutory right to a new lease when the current one ends, unless the landlord successfully opposes renewal on one of the limited statutory grounds. Many GP surgery leases are instead “contracted out” of sections 24 to 28 of the 1954 Act using the procedure in section 38A, which requires the landlord to serve a warning notice and the tenant to make a statutory declaration before the lease is completed. Whether contracting out is appropriate depends on who is negotiating. A landlord who has built or refurbished premises specifically for a GP practice, sometimes with the benefit of an NHS premises improvement grant, will usually want the certainty of contracting out. A practice, on the other hand, may prefer to retain security of tenure, particularly where relocation would be disruptive to patients and difficult to justify to NHS England within the Directions’ minimum standards requirements. This is a negotiating point that needs to be settled early, not left until heads of terms are agreed. Who Should the Tenant Be? A standard commercial lease is granted to a company or an individual. A GP surgery lease is far more often granted to a partnership, and partnerships are not separate legal persons, they are the individual partners trading together. This creates two practical problems that a generic lease template does not solve: Getting the identity of the tenant and the mechanism for updating it right at the outset is one of the most valuable things a solicitor familiar with GP practices can do for a partnership, precisely because it is so easy to get wrong and so expensive to unpick later. The underlying partnership agreement should also cross-refer to the lease and the property arrangements; our partnership agreements team and our post on what every GP partner should know about their partnership agreement cover this in more depth. Repairing Obligations and Minimum Standards Schedule 1 to the Premises Costs Directions 2024 sets out minimum standards that practice premises must meet, split into statutory standards (health and safety, fire safety, gas safety and related compliance obligations that apply regardless of the lease) and contractual standards (heating, lighting, waiting area provision, confidentiality arrangements, secure storage and infection control, among others). NHS England can arrange a survey visit and, in cases of non-compliance, serve a remedial notice with a period of no more than three months to put things right, unless a longer period is genuinely needed. This matters directly