A GP practice merger is a regulated process, not simply a decision two partnerships can make and implement on paper. It requires approval from NHS England, acting through the integrated care board, a new or varied CQC registration, compliance with TUPE for transferring staff, and, in almost every case, a new partnership deed for the combined practice. Missing any one of these steps can delay the merger by months or leave the practice operating in a regulatory grey area.
Practice mergers have picked up pace across England as smaller practices look to share overheads, spread workforce pressure, and build the scale needed to take on additional services. The legal and regulatory mechanics, however, have not become any simpler, and the order in which you complete them matters.
Confirm Contract Compatibility First
Before anything else, check that both practices hold the same type of NHS contract. A merger between two GMS practices, or two PMS practices, is relatively straightforward from a contracting perspective. Where one practice holds a GMS contract and the other a PMS contract, NHS England will generally only consider the merger once the PMS practice has reverted to GMS, because the funding formulae, contractual obligations, and pricing structures differ significantly between the two contract types. This is worth establishing at the earliest possible stage, since a contract type mismatch can add a substantial delay to the overall timetable.
NHS England Approval and the Business Case
Since 1 April 2023, integrated care boards have held delegated commissioning responsibility for primary medical care services, including approval of practice mergers, on behalf of NHS England. Under NHS England’s Primary Medical Care Policy and Guidance Manual, mergers are dealt with in a dedicated section of the manual, which includes a template business case and a template mobilisation plan that commissioners expect practices to complete and submit. The business case should set out the rationale for the merger, the financial and workforce implications, the impact on patients, and how continuity of services will be maintained during the transition. The mobilisation plan sets out the practical timetable: staff transfer dates, systems integration, premises arrangements, and patient communication.
Because this is a commissioner-led approval process, engage your ICB early rather than presenting a merger as a fait accompli. Commissioners will want reassurance about patient list continuity, safe staffing, and premises capacity, particularly where the merger will result in one site closing or being downgraded to a branch surgery.
CQC Registration: Plan for 10 to 12 Weeks
The CQC registration route depends on how the merger is structured. If the two practices merge into an entirely new legal partnership, that new partnership must obtain its own CQC registration before the merger takes effect, with the two predecessor registrations cancelled once the new registration is in place. If instead one practice is absorbing the other as a branch surgery, the surviving practice must apply to vary its existing registration to add the new location and any additional regulated activities, and the merger should not proceed until CQC has issued its decision notice.
Applications of this kind are commonly reported by GP-focused law firms as taking an average of 10 to 12 weeks to process, so this needs to be built into your overall project timetable from the outset, ideally as one of the first tasks rather than an afterthought once other elements of the merger are already agreed.
| Merger structure | CQC registration route | Typical scenario |
|---|---|---|
| Full merger into a new partnership | New registration required for the new entity, then cancel both former registrations | Two practices of broadly similar size combining into one new partnership |
| Absorption as a branch surgery | Vary the surviving practice’s existing registration to add the new site | A smaller practice joining a larger, established practice |
| Cross-partnership without full merger | Each practice keeps its own registration | GPs become partners in each other’s practices but the practices continue trading separately |
TUPE and Staff
A practice merger almost always triggers a relevant transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006. Staff employed at the practice being absorbed, or at both practices where a genuinely new entity is formed, transfer to the new employer on their existing terms and conditions, with continuity of employment preserved. The regulations impose specific duties on both the outgoing and incoming employer to inform and, where measures are envisaged, consult with affected employees or their representatives in good time before the transfer, and to exchange employee liability information covering each transferring employee’s terms, disciplinary and grievance history, and any relevant claims.
Where a post-merger restructure is planned, for example combining duplicate management, reception or administrative roles across the two sites, this needs to follow a proper HR process after the transfer has completed: consultation on new, changed and redundant roles, and a fair, competitive process where more people are potentially suitable for fewer posts. Rushing this stage, or treating it as a foregone conclusion before consultation has genuinely taken place, is one of the more common sources of employment tribunal claims arising out of practice mergers. Our employment team advises on TUPE compliance and post-merger restructuring for practices going through this process.
The Business Transfer Agreement and New Partnership Deed
Legally, most mergers are documented through a business transfer agreement, setting out the mechanics of combining the two practices: how NHS contracts are amalgamated, how capital and assets are contributed by each practice, what warranties and indemnities each side gives about their existing business, how liabilities and costs are apportioned around the transfer date, and how employees transfer. Alongside this, the merged practice needs a new partnership deed reflecting the combined partner group, profit sharing arrangements, capital contributions, and governance going forward. If your practice does not currently have an up-to-date partnership deed, this is worth addressing before a merger is even proposed. Our partnership agreements team and NHS regulatory compliance team work together on mergers of this kind, covering both the partnership documentation and the NHS contracting side. Our article on GP partnership agreements and what every partner should know covers what a well-drafted deed should include.
Premises and Property
Where the merged practice will operate from one site rather than both, decide early what happens to the site that closes or reduces in use, whether it is retained as a branch, sublet, surrendered, or sold, and how any premises reimbursement from NHS England is affected by the change. Where premises are jointly owned or leased by outgoing partners personally, rather than by the practice, this adds a further layer of negotiation that needs to run in parallel with the wider merger timetable rather than being left until last.
A Practical Merger Checklist
- Confirm both practices hold compatible NHS contract types before progressing further.
- Engage your ICB early and prepare the business case and mobilisation plan required under NHS England’s Primary Medical Care Policy and Guidance Manual.
- Start the CQC registration or variation process as soon as the merger structure is agreed, allowing at least 10 to 12 weeks.
- Identify all staff affected and begin TUPE information and consultation in good time before the transfer date.
- Instruct solicitors to prepare the business transfer agreement and new partnership deed in parallel, not sequentially.
- Resolve premises arrangements for any site changing use, including reimbursement implications.
- Plan patient communication and any changes to appointment systems, clinical software and shared records well ahead of go-live.
Larger-scale collaboration between practices does not always mean a full merger. Where practices want to work together on specific services or contracts without combining into a single partnership, a federation or super-partnership structure may be a better fit. We cover the options in our article on setting up a GP federation or super-partnership.
What This Means for Your Practice
A well-run GP practice merger can strengthen resilience, spread fixed costs, and make a practice more attractive to work for. A poorly sequenced one can leave a practice with a lapsed CQC registration, an unresolved staffing dispute, or an NHS contract in limbo. The regulatory steps are well established, but they need to run on parallel tracks, coordinated by people who have done this before.
If you are considering a merger 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.
