If your GP partnership deed does not reflect how the practice actually operates today, or if a partner has joined without being formally bound by it, your practice may already be operating, in whole or in part, as a partnership at will. That means the default rules in the Partnership Act 1890 apply instead of the terms you thought you had agreed, and those default rules were never designed for a modern GP partnership.
Most practices review clinical protocols, staff contracts, and CQC compliance regularly. The partnership deed itself, the document that governs the relationship between the partners personally, often goes years without a proper review. Below are eight signs it is time to put that right.
Why an Outdated Deed Is a Real Risk, Not Just Paperwork
Where no fixed term has been agreed for a partnership, section 26 of the Partnership Act 1890 allows any partner to dissolve it at any time simply by giving notice to the others. Section 33 goes further, dissolving the partnership entirely on the death or bankruptcy of any partner, unless the partners have specifically agreed otherwise. In an ordinary commercial partnership this might be an inconvenience. In a GP partnership holding a GMS or PMS contract, an unplanned dissolution can put continuity of the NHS contract itself at risk, and it hands significant leverage to any partner willing to threaten dissolution during a dispute.
Section 24 of the Act also fills gaps with defaults that rarely match how a real GP partnership operates: equal shares of capital and profit regardless of sessions worked, no partner entitled to remuneration for management responsibilities, and unanimous consent required to introduce any new partner. If your deed does not clearly override these defaults, and is validly binding on every current partner, you may be more exposed to them than you realise.
Eight Signs It Is Time to Review Your Deed
1. A partner has joined since the deed was last signed
This is the most common trigger for an invalid deed. If a new partner starts, including on a probationary basis, without formally adhering to the existing deed through a signed deed of adherence or a full restatement, the partnership can revert to operating as a partnership at will in relation to that partner, even if the original deed remains valid between the earlier partners. Every new partner should be a trigger to review and, where necessary, update the deed before, not after, their start date.
2. There is a fixed retirement age with no recent review
Many older deeds still specify a compulsory retirement age, commonly 65, sometimes with a requirement for annual consent to continue beyond it. These clauses sit in genuinely uncertain legal territory and require solid, practice-specific justification to be enforceable under the Equality Act 2010. If your deed contains a retirement age clause that has not been reviewed in several years, or that was copied from an older template without considering whether it still reflects your practice’s circumstances, this needs attention. We cover this in detail in our article on whether a mandatory retirement age for GP partners is enforceable.
3. Profit shares no longer reflect how work is actually split
Deeds are often drafted when the partners’ commitments are broadly similar, and then left unchanged as some partners move to part-time sessions, take on management or training roles, or increase their commitment over time. If your profit-sharing formula has not kept pace with these changes, either the deed is silently being overridden by informal agreement between partners, which is itself a risk if a dispute later arises, or partners are being paid in a way nobody would sign up to today if starting from scratch.
4. There is no clear expulsion or dispute resolution process
A well-drafted deed should set out, in specific and unambiguous terms, the grounds and process for expelling a partner, and a structured process for resolving disputes short of that, such as mediation or an agreed escalation procedure. Older deeds sometimes deal with this in a single vague clause, or not at all, which leaves the partnership with no clear route forward if a serious dispute arises and makes an already difficult situation considerably harder to manage.
| Issue | Position without an effective deed (Partnership Act 1890 default) | What a modern deed should set out instead |
|---|---|---|
| Profit and capital shares | Equal shares regardless of hours worked or role | A formula reflecting sessions, seniority, or agreed weighting |
| Dissolution | Any partner can dissolve the whole partnership on notice | Individual retirement provisions that do not trigger full dissolution |
| Death or bankruptcy of a partner | Automatic dissolution of the entire partnership | Continuation provisions allowing the remaining partners to carry on |
| New partners | Unanimous consent required, with no defined process | A clear admission process, adherence deed, and probationary terms |
| Management remuneration | No partner entitled to be paid for management duties | Defined additional payment for management, training or other roles |
5. Restrictive covenants are missing, outdated, or clearly unenforceable
Covenants restricting a departing partner from practising nearby or approaching patients and staff are only enforceable to the extent they go no further than reasonably necessary to protect the practice’s legitimate interests. A covenant with an excessive radius, an unreasonably long duration, or wording copied from a template with no thought given to your specific circumstances risks being unenforceable exactly when you need it most, typically just after a difficult departure.
6. Leave provisions do not reflect current entitlements
Maternity, paternity, adoption, and shared parental leave provisions for partners are contractual matters agreed between the partners, not statutory employment rights, since partners are self-employed rather than employees. Older deeds sometimes have no provision at all, or terms that are noticeably behind current norms across the profession. This is worth benchmarking periodically, both to remain a competitive place to work and to avoid ambiguity when a partner actually needs to take leave.
7. There is no clear provision for illness or long-term incapacity
What happens to a partner’s profit share, and to their position in the partnership, during an extended period of sickness absence should be set out clearly, including at what point, if any, the partnership can require a partner’s retirement on health grounds and what payment continues in the meantime. Ambiguity here creates exactly the kind of situation that damages relationships between partners at an already difficult time.
8. Nobody can find the deed, or nobody has read it in years
This sounds like a minor administrative point, but it is a genuine and common warning sign. A deed that partners cannot locate, have not reviewed since joining, or genuinely do not understand is not functioning as the governance document it is meant to be. If a dispute arose tomorrow, would every partner know, with confidence, what the deed actually says about the situation? If not, that is itself a reason to review it now, while relationships are good, rather than for the first time during a dispute.
If Your Practice Is Already Operating Without a Valid Deed
If any of the signs above apply, particularly a new partner joining without formal adherence, it is worth checking urgently whether your practice is currently a partnership at will. This carries more risk than most partners realise, including the ability of any single partner to trigger dissolution and put the practice’s NHS contract in genuine doubt. Our partnership agreements team reviews and updates GP partnership deeds regularly, and where gaps in an old deed have already led to disagreement between partners, our dispute resolution team can help resolve it. Our article on GP partnerships at will and the risks of operating without a deed explains this in more detail and sets out what to do about it. For a broader overview of what a well-drafted deed should cover from the outset, see our article on GP partnership agreements and what every partner should know.
What This Means for Your Practice
A partnership deed is not a document to sign once and file away. It should evolve as your practice does, reflecting every new partner, every change in how work and profit are actually shared, and every legal development affecting clauses like retirement ages and restrictive covenants. Reviewing it periodically, ideally annually alongside your practice’s other governance checks, is considerably cheaper than discovering its gaps during a dispute.
If any of these signs sound familiar and you would like your deed reviewed, 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.
