A GP federation and a GP super-partnership are two different legal routes to the same broad goal: practices working together at a scale a single practice cannot achieve alone. A federation lets member practices collaborate while keeping their own individual NHS contracts and identities, typically through a company structure. A super-partnership goes further, merging practices into a single legal and contracting entity. Choosing between them, and then choosing the right corporate form within that choice, has lasting consequences for governance, liability, tax, and how easily the structure can bid for and hold NHS contracts.
This is not a decision to make on the back of pressure from a commissioner or a general sense that “everyone else is federating.” The right structure depends on what the group of practices is actually trying to achieve, and how much autonomy each practice wants to retain.
Federation or Super-Partnership: The Fundamental Difference
A GP federation preserves each member practice as a separate, independently contracting entity. The federation itself becomes a vehicle for shared services, joint bidding for larger contracts, and pooled back-office functions, while the day-to-day running of each practice, and its own GMS or PMS contract, stays with the individual partnership.
A super-partnership involves a genuine merger. Either all the practices combine into one large traditional partnership or LLP operating across multiple sites, or the group sets up a corporate entity that owns the practices and delivers back-office services and new service contracts on their behalf. Individual practices lose a significant degree of autonomy in a super-partnership in exchange for simpler, more centralised management and a stronger negotiating position for larger contracts.
Legal Structures Available for a GP Federation
Most GP federations use one of the following structures:
- Company limited by shares, the most common approach, with shares typically held on trust for each member partnership. The value of each practice’s shareholding, its required capital contribution, and any dividend entitlement are usually based on the size of its patient list, while voting rights are often allocated evenly between practices regardless of size.
- Community interest company (CIC), used where the federation is being set up with an explicit social enterprise purpose, meaning any surplus is reinvested in the business or the community rather than distributed to shareholders in the way an ordinary company would.
- Company limited by guarantee, less commonly used for GP federations than the two options above, but available where the intention is a not-for-profit structure without share capital.
- Contractual joint venture, an arrangement between practices without creating a new legal entity at all. This preserves the most day-to-day autonomy for each practice but provides comparatively little security or scope for the federation to hold contracts, employ staff, or raise investment in its own right.
Whichever structure is chosen, the federation will need directors drawn from the member partnerships, and those directors need to understand, and be advised, that once appointed they owe duties to the federation as a whole rather than to their own individual practice. This is a genuine tension in practice, and one worth addressing explicitly in the federation’s governance documents rather than leaving to be worked out informally later.
Super-Partnership Structures
Where the group decides on a super-partnership rather than a federation, there are two broad routes. The first is a full merger of all practices into a single partnership or LLP, effectively the same process as a two-practice merger but scaled across several practices at once, with one combined partnership deed, one set of NHS contracts, and one CQC registration covering multiple registered locations. The second route uses a corporate entity that owns the practices and provides shared back-office services, or bids for new contracts centrally, while each practice retains a degree of individual operational identity underneath the parent structure. This second approach is often less daunting for practices worried about losing all independence, since it allows a phased transition rather than an immediate full merger.
CQC Registration Depends on Who Is “Carrying On” the Regulated Activity
The CQC does not register federations, PCNs, or super-partnerships as concepts. It registers the specific legal entity that directs and controls a regulated activity, such as treatment of disease, disorder or injury. If a federation subcontracts a service back to the individual member practices, and those practices deliver it under their own existing registration, the federation itself may not need to register at all. If instead the federation employs its own clinical staff and delivers a contract directly, using member practices only as satellite locations, the federation must register as a provider in its own right, submit its own statement of purpose, and appoint a registered manager. Getting this wrong is not a technicality: CQC guidance is explicit that it is an offence to carry on a regulated activity without the correct registration in place, so this needs to be worked through for each specific contract and service arrangement, not assumed to follow automatically from the federation’s existence.
Shared Staff and TUPE Risk
One of the most commonly overlooked issues when setting up a federation or super-partnership is who actually employs shared staff, such as a practice manager or nurse working across several sites. Reported Employment Appeal Tribunal case law on shared staffing arrangements within a group structure illustrates the risk clearly: where an employee’s role sits within an “economic entity” that could transfer between organisations in the group, TUPE protection can apply, and the tribunal considered whether such a transfer can involve multiple transferees. Getting the employment structure wrong at the outset, for example leaving it unclear whether an employee is employed by their home practice, by the federation, or jointly by several practices, can create unintended liabilities and disputes years later if the group later restructures or a practice leaves the federation.
| Structure | Autonomy retained by member practices | Typical CQC position | Best suited to |
|---|---|---|---|
| Contractual joint venture | Highest, no new legal entity | No separate registration usually needed | Practices testing collaboration before committing further |
| Company limited by shares (federation) | High, practices keep own contracts | Registers only if it directly delivers regulated activity | Joint bidding and shared back-office services |
| Community interest company (federation) | High, with social enterprise focus | Registers only if it directly delivers regulated activity | Federations with an explicit community reinvestment purpose |
| Corporate entity owning practices (super-partnership) | Moderate, practices retain some identity under parent | Registration depends on how activity is delivered | Groups wanting phased consolidation |
| Full merger into one partnership or LLP | Lowest, single combined entity | Single registration across multiple locations | Practices ready for full consolidation |
Where Primary Care Networks Fit In
Primary care networks are a related but distinct concept from federations and super-partnerships. A PCN covers a defined patient population, typically between 30,000 and 50,000 patients, and over 99 percent of GP practices are signed up to deliver the Network Contract Directed Enhanced Service that underpins PCN funding. Unlike a federation or super-partnership, a PCN is not automatically a new legal body. Practices delivering PCN services typically choose between a lead practice model, where one practice takes on employment and financial management responsibility for the network, shared employment across the member practices, commissioning an existing provider such as a GP federation to hold that responsibility, or setting up a dedicated legal entity such as a CIC or limited company. Many practices use their existing federation as the vehicle for delivering PCN services, which is one of the practical reasons federations and PCNs are often discussed together, even though they serve different purposes and arise from different contractual arrangements. We cover PCNs in more detail in our article on primary care networks explained: a legal guide for GP practices.
Legal Issues to Work Through Before You Set Up
- Governance: shareholders’ or members’ agreement, articles of association, director duties, and voting rights, ideally allocated by an agreed formula rather than left informal.
- Commercial property: whether existing tenancies are affected, particularly assignment provisions that may be triggered by a merger or a change in the entity holding the lease.
- Pensions: how income flows through the new structure affects NHS pension contribution obligations, and this needs specialist input at the design stage, not after the structure is live.
- Professional indemnity insurance: individual practitioner cover typically continues to sit with each GP, but the federation or super-partnership itself will usually need its own insurance for vicarious liability.
- Data protection: a full merger or a new data-sharing structure will usually require a fresh data protection impact assessment and review of existing contracts referencing personal data.
- Intellectual property: protecting the new entity’s name and branding, and clarifying ownership of any jointly developed clinical protocols or systems.
Whatever structure you choose, it should sit on top of properly drafted partnership deeds at the individual practice level. If any member practice’s own deed is out of date, this is worth resolving before, not after, a federation or super-partnership is formed. See our article on GP partnership agreements and what every partner should know. Where the intention is closer to a full merger than a federation, our article on GP practice mergers and the legal and regulatory steps involved covers the process in detail. Our company and LLP formation team advises on setting up the corporate vehicle itself, our partnership agreements team on the underlying practice deeds, and our NHS regulatory compliance team on contracting and CQC registration.
What This Means for Your Practice
There is no single right structure for collaborating with other practices. The correct answer depends on how much independence your practice wants to keep, what contracts you are trying to win, and how much complexity your partners are genuinely prepared to take on. Getting proper advice at the design stage, rather than adapting an off-the-shelf structure used by a neighbouring federation, avoids expensive restructuring later.
If you are exploring a federation or super-partnership and 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.
