GP Partnership Agreement: A Guide for Partners

A GP partnership without a signed, up-to-date partnership agreement is not unregulated. It is regulated by the Partnership Act 1890, a piece of Victorian legislation that was never written with modern general practice in mind. If your practice does not have its own deed setting out how decisions get made, how profits are split and what happens when a partner leaves, that 1890 Act fills the gap, and it fills it badly.

This is the pillar guide for our GP partnership content. Below we set out what a partnership agreement needs to cover, what happens if you do not have one, and where the current wave of NHS reform, from the GMS contract to the Neighbourhood Health Framework, is changing what a well-drafted agreement needs to anticipate. Where a topic deserves its own deeper treatment, we link out to the relevant guide.

What Is a GP Partnership Agreement?

A GP partnership agreement, sometimes called a partnership deed, is a private contract between the partners in a GP practice that sets out how the partnership actually operates. It covers who owns what share of the business, how profits and losses are divided, how decisions get made, what happens when someone joins or leaves, and how disputes are resolved. Drafting one properly draws on the same commercial expertise we bring to partnership agreements across other sectors, adapted to the particular demands of NHS-contracted general practice. It sits alongside, but is entirely separate from, the practice’s NHS contract, whether that is a GMS, PMS or APMS contract with the local Integrated Care Board, an area we also advise on through our NHS regulatory compliance work.

Because a GP partnership is a partnership in the ordinary legal sense, the same body of partnership law that applies to any other business applies to a group of GP partners running a practice together. The difference is that GP partnerships also have to operate within an NHS contractual and regulatory framework, which makes some standard partnership law provisions a poor fit unless the agreement is drafted with that context in mind.

What Happens Without One: The Partnership Act 1890

Under the Partnership Act 1890, if two or more people carry on a business together with a view to profit and have not agreed otherwise in writing, they are automatically a partnership governed by the Act’s default rules. This is often called a “partnership at will”. We cover this scenario in detail in GP Partnership at Will: The Risks of Operating Without a Deed, but the headline points are worth setting out here because they explain why every GP partnership needs its own agreement.

Under the 1890 Act’s default position, and as the British Medical Association’s own guidance confirms, a partnership with no agreement in place has no probationary period for new partners, no automatic equality of profit share beyond the Act’s default of equal shares regardless of contribution, no mechanism to expel a partner for any reason, and no defined way to value a departing partner’s share of partnership assets. Section 26 allows any partner to dissolve the whole partnership simply by giving notice, and section 33 means the partnership is automatically dissolved if a partner dies or becomes bankrupt, potentially bringing the entire practice to an end rather than allowing it to continue with the remaining partners.

What a Well-Drafted Partnership Agreement Should Cover

A partnership agreement fit for a modern GP practice needs to go well beyond the bare minimum. At a minimum, we would expect to see the following addressed:

• Capital contributions, including how much incoming partners are expected to contribute, over what period, and whether this can be funded from undrawn profits rather than requiring a lump sum on day one.
• Profit share and working commitment, setting out session commitments, out-of-hours expectations, and whether new partners achieve full parity immediately or build up to it over an agreed period.
• Decision-making and management, including which decisions require unanimous agreement, which can be taken by majority, and how deadlock is resolved.
• Retirement and expulsion provisions, covering notice periods, retirement age (including provision for 24-hour retirement for NHS pension purposes), and clear grounds and process for expelling a partner where the relationship has broken down.
• Ring-fenced liabilities, particularly historic property liabilities such as dilapidations or cost rent overpayments, which can otherwise attach to a new partner without them realising it.
• Premises arrangements, addressing whether an incoming partner is expected to buy into practice-owned premises or become a named party to a lease, and how that value is assessed.
• Leave provisions, covering annual leave, sick leave, parental leave and study leave for both clinical and non-clinical partners, including enhanced shared parental leave.
• Restrictive covenants, limiting a departing partner’s ability to set up or join a competing practice nearby for a defined period.
• Dispute resolution, setting out how disagreements between partners are handled before they escalate to a full-blown dispute, ideally including a mediation or escalation step before formal dispute resolution proceedings become necessary. We cover the practical options for resolving a breakdown in Resolving a GP Partnership Dispute: Your Legal Options.
• Involvement in a Primary Care Network, since PCN membership creates obligations and potential liabilities that a pre-2019 partnership agreement is unlikely to have anticipated.

How This Sits Alongside the NHS Contract

The partnership agreement is a private document between partners. It is distinct from, but must work alongside, the practice’s underlying NHS contract, whether GMS, PMS or APMS. Each contract type carries different obligations around list size, opening hours, and how the contract can be varied or terminated, all of which have knock-on implications for how a partnership agreement should treat contract-holding, contract variation and what happens to the partnership if the contract itself is at risk. We set out the differences between these contract types in full in NHS GP Contracts Explained: GMS, PMS and APMS.

Premises is another area where the partnership agreement and the practice’s wider legal position need to align. Whether your premises are leased or partner-owned, the partnership agreement should specify what happens to a partner’s interest in the premises when they join or leave, particularly because GP surgery leases carry unusual features not found in standard commercial leases, covered in detail in GP Surgery Leases: Why They’re Different from Ordinary Commercial Leases.

CQC Registration and Changes to the Partnership

Where a GP practice is registered with the Care Quality Commission as a partnership, the names of the partners form part of the conditions of that registration. Under Regulation 15 of the Care Quality Commission (Registration) Regulations 2009, the registered person must notify the CQC in writing, as soon as reasonably practicable, of any change in the membership of the partnership. In practice this means every time a partner joins or leaves, the practice has a regulatory notification obligation on top of the internal steps set out in the partnership agreement, and CQC processing of partnership changes typically takes several weeks. We cover what makes CQC compliance distinct for GP practices in CQC Compliance for GP Practices: What’s Different from Care Homes.

The Neighbourhood Health Framework and What It Means for Partnership Structures

The Department of Health and Social Care published the Neighbourhood Health Framework on 17 March 2026, setting out the most significant structural reform to primary care organisation since Primary Care Networks were introduced in 2019. Implementation runs in two stages: immediate changes through the 2026/27 financial year, and longer-term reform from April 2027 through to March 2029, with GP practices expected to work within Integrated Neighbourhood Teams alongside community health, mental health, pharmacy and social care providers, and with a national commitment to build or upgrade 250 neighbourhood health centres.

For a partnership, this matters because closer integration with neighbourhood-level structures brings new collaborative obligations, new data-sharing arrangements and potentially new funding flows that a partnership agreement drafted even a few years ago will not have anticipated. We set out what practices need to know in The Neighbourhood Health Framework: What It Means for Your GP Practice.

When to Review Your Partnership Agreement

A partnership agreement is not a document you draft once and file away. It should be reviewed whenever a partner joins or retires, when there is a significant change to the practice’s NHS contract or PCN involvement, when regulatory change affects how the practice operates, or simply if it has not been looked at in the last few years. As commercial solicitors who act for both individual GPs and practices as a whole, we regularly see agreements that were fit for purpose a decade ago but no longer reflect how the partnership actually runs today, or worse, agreements that were never signed at all despite everyone assuming they had one.

What This Means for Your Practice

If your practice is operating without a signed partnership agreement, or has one that has not been reviewed since before Primary Care Networks, the current wave of NHS reform, or your last partner change, now is a sensible time to get it looked at. We act for GP partnerships across London and the South East on drafting and updating partnership deeds, and because we act for both incoming and existing partners across our wider client base, we understand both sides of these negotiations. 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.