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The CQC’s single assessment framework is now the basis on which every GP practice in England is assessed and rated, replacing the old key lines of enquiry with 34 “quality statements” scored against six categories of evidence. It applies to every practice registered with the CQC regardless of size, and understanding how the scoring actually works matters far more than most practices realise when it comes to preparing evidence and challenging a rating that looks wrong. We advise GP partnerships on CQC registration, ratings challenges and the governance changes that often follow a poor assessment. This post sets out what the single assessment framework actually measures for general practice, how a rating is calculated, and where practices most often lose marks unnecessarily. What Replaced the Old Inspection Model Before the single assessment framework, CQC used separate key lines of enquiry (KLOEs) for different sectors, with GP practices assessed against prompts organised under safe, effective, caring, responsive and well-led headings, numbered individually (for example S1 on safeguarding, E5 on population health, W5 on risk management). CQC began replacing this model with the single assessment framework from 18 July 2022, rolling it out regionally, with all regions using the new approach by March 2024. The five key questions, safe, effective, caring, responsive and well-led, remain unchanged. What changed is the layer beneath them. CQC replaced the old KLOEs and prompts with 34 quality statements, written as “we statements” from the provider’s perspective (for example, “we work with people to understand what good care looks like and to review and continually improve the effectiveness of their care and treatment”). Each quality statement sits under one of the five key questions and links directly to the relevant regulation under the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014. The Six Evidence Categories CQC groups the evidence it collects for each quality statement into six categories: Not every evidence category applies to every quality statement, and which categories CQC actually collects for a GP practice differs from what it would collect for, say, a domiciliary care agency. CQC states explicitly that the evidence available for a GP practice assessment is different from what it can gather for a home care service, because the nature of the contact with patients is different. How a Score Becomes a Rating This is the mechanical part most practices never see clearly explained, and it matters because a rating can be limited by a single weak quality statement even where the overall percentage looks acceptable. Each relevant evidence category is scored from 1 to 4: 4 means the evidence shows an exceptional standard, 3 a good standard, 2 some shortfalls, and 1 significant shortfalls. These scores are combined into a percentage for each quality statement (the total score divided by the maximum possible score), then converted back into a score of 1 to 4 using set thresholds: 25 to 38% scores 1, 39 to 62% scores 2, 63 to 87% scores 3, and above 87% scores 4. Quality statement scores are then aggregated up to a percentage for each key question, converted into a rating using different thresholds: 25 to 38% is inadequate, 39 to 62% is requires improvement, 63 to 87% is good, and 88% or above is outstanding. Two safeguard rules then apply so poor performance cannot be masked by strong scores elsewhere: Overall practice ratings are then built from the five key question ratings. A practice needs no key question rated inadequate and no more than one rated requires improvement to achieve an overall good rating. An overall outstanding rating requires at least two of the five key questions to be rated outstanding and three rated good, reflecting how deliberately difficult CQC has made that top rating to achieve by accident. Where the Framework Has Changed Since Launch CQC’s rollout of the single assessment framework was widely criticised by providers across sectors, including general practice, for being confusing and inconsistently applied, and CQC has been open about needing to fix elements of it. From 2 December 2024, CQC moved away from scoring at the individual evidence category level for routine assessments and shifted the emphasis to scoring at quality statement level, with further refinements to guidance and a revised provider handbook following into 2025. Practices should treat the framework as continuing to evolve rather than fixed, and should check CQC’s current provider guidance before an upcoming assessment rather than relying on how the process worked at their last inspection. Newly Registered Practices For a practice that has not previously been rated, CQC will normally assess all quality statements within a key question before publishing a rating for that key question, and aims to assess all quality statements across the framework within 12 months of registration. This is a relevant planning point for practices going through a merger or a new registration under our companion post on CQC registration for GP practices and how it differs from care homes, since a first assessment under the single assessment framework will typically be more thorough, not less, than a routine monitoring cycle. What Practices Consistently Get Wrong In our experience advising practices through CQC processes, three issues recur: What This Means for Your Practice The single assessment framework rewards practices that can evidence outcomes and lived experience, not just policies on a shelf, and the scoring mechanics mean a single weak area can cap an otherwise strong rating. For what the top end of this framework actually looks like in practice, see our post on what an outstanding CQC rating looks like for a GP practice. If your practice is preparing for an assessment, has received a rating you believe doesn’t reflect the evidence, or wants a governance review ahead of a CQC visit, get in touch with our healthcare team or call us on +44 207 566 1188. You can also reach us at info@gurvelegal.com. Our regulatory compliance team regularly supports practices through CQC assessments and any subsequent challenges.

Retiring from a GP partnership does not automatically mean selling your share in the surgery premises. Whether you can keep it, and on what basis, depends first on your partnership deed and any declaration of trust, and then on how NHS England treats the property income once you are no longer a partner in the contractor holding the GMS contract. Both of these need sorting out well before your retirement date, not after it. We are seeing this scenario more often than we used to. Fewer incoming GPs are willing or able to buy into premises ownership on top of taking on a partnership share, which leaves retiring partners choosing between selling at a time that may not suit the market, or retaining their share and becoming, in effect, a landlord to their former practice. Both are legitimate options, but they carry very different tax, mortgage and NHS reimbursement consequences. Step One: Check What Your Partnership Deed Actually Says Before assuming you have a choice, check the partnership deed and any separate declaration of trust relating to the surgery premises. Many partnership deeds oblige a retiring partner to sell their share to the continuing partners, who are in turn obliged to buy it, often within a fixed period after retirement, commonly somewhere between three and twelve months depending on how the deed is drafted. If that is what your documents say, retaining your share is not simply a matter of preference, it requires the unanimous agreement of the continuing partners to depart from the existing arrangement. This is exactly why we tell property-owning partners to start this conversation at least a year, and ideally two, before their intended retirement date. Negotiating a change to property provisions becomes considerably harder once you have already given notice and your negotiating position has weakened. Option One: Sell Your Share to the Continuing Partners This remains the most common route and is often the default position set out in the partnership deed. The continuing partners, or an incoming partner replacing you, buy your share at a valuation typically carried out by the district valuer or an appointed RICS surveyor. This gives you a clean break: no ongoing landlord obligations, no continuing exposure to the building’s condition or the practice’s covenant strength, and a lump sum on retirement. The trade-off is timing risk. If the continuing partners cannot fund the buy-out immediately, whether from their own resources or through refinancing, you may find yourself waiting for payment or agreeing a deferred consideration arrangement, which starts to look a lot like the lease-back option below in practical terms, just without the same legal protection. Option Two: Retain Your Share and Become a Landlord If you keep your interest in the premises after you stop being a partner, you and any other continuing property-owning partners become the landlords, and the practice (through the continuing partnership) becomes your tenant. There are two ways this is usually documented, both of which we advise on as part of our commercial property work for healthcare clients: Which route suits you depends on how long the remaining property-owning partners expect to stay in the practice, whether the premises are mortgaged, and what your accountant says about the tax position, covered next. The NHS Reimbursement Trap Most Retiring Partners Miss This is the point that gets overlooked most often. Under Direction 33(10)-(12) of the Premises Costs Directions 2024, if every partner who owns the surgery premises has retired from the contractor, so that no partner in the GMS contractor still owns a share of the building, the contractor stops being entitled to notional rent under Direction 42. NHS England must then reassess the practice as if it had applied for leasehold rental cost reimbursement, and from that point pays the current market rent under Direction 34 instead of notional rent, though NHS England has discretion to keep paying notional rent for an agreed transitional period if it considers it appropriate. In practice this means that once you retire and hold the building outside the partnership as a landlord, the funding mechanism for the practice’s premises costs changes at the same time. The rent you charge as landlord and the amount NHS England will fund need to be aligned before you retire, not discovered afterwards when a shortfall appears in the practice accounts. Tax Consequences You Need to Check Before You Decide Issue Why it matters on retirement Capital Gains Tax Partners are treated for CGT purposes as owning a fractional interest in the premises. Retaining or disposing of your share can trigger a chargeable gain, and your entitlement to reliefs may depend on whether the property remains a partnership asset or moves to personal ownership outside the partnership. Stamp Duty Land Tax SDLT partnership rules under Schedule 15 to the Finance Act 2003 apply to transfers of land between a partnership and a partner. Moving your interest from partnership ownership to personal, several ownership on retirement can be a chargeable transaction depending on the consideration and connected-persons rules, and HMRC has increasingly queried claimed exemptions in this area. Mortgage terms If the premises are charged to a lender, many facilities are written on the basis that the whole building is a partnership asset. Retaining a personal share outside the partnership can breach loan covenants unless the lender agrees a variation first. None of these issues are reasons to avoid retaining your share. They are reasons to involve your accountant and your solicitor at the same time, well before retirement, so the property and tax documents are consistent with what actually happens to your GMS entitlement and your partnership status. Where This Overlaps With Other Property Risks Retaining a property share after retirement is closely tied to two other issues we cover elsewhere in this series. First, the underlying lease or occupation arrangement needs to work properly as a piece of property law in its own right, which we explain in GP Surgery Leases: Why They’re Different from Ordinary Commercial Leases. Second, if

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

Incorporating a GP practice means transferring the business, including the GMS, PMS or APMS contract, out of the partnership and into a limited company. It is legally possible, but it is not a simple change of paperwork: it requires your Integrated Care Board’s consent to novate the contract, restructures how partners are taxed and pensioned, and replaces the flexibility of partnership law with the statutory framework of the Companies Act 2006. Incorporation has genuine benefits for some practices and genuine drawbacks for others, and the right answer depends heavily on individual circumstances rather than a general rule. This guide sets out what incorporation actually involves, what it changes, and the questions worth answering before committing to it. What Incorporation Actually Means Incorporation, in this context, means setting up a limited company and transferring the practice’s business and contracts into it, rather than continuing to hold them personally as partners. Of the available corporate structures, a company limited by shares is the only vehicle currently capable of holding a GMS or PMS contract, which rules out a company limited by guarantee or an LLP as the primary contract-holding entity for most practices, even though those structures might otherwise be attractive. Once incorporated, the practice ceases to be an unincorporated partnership governed by the Partnership Act 1890 and instead becomes a company governed by the Companies Act 2006, with all that implies for reporting, governance and director duties. We advise on this transition through our company formations work, alongside the regulatory side covered by our NHS regulatory compliance team. We cover the difference between the partnership model and incorporation in the context of Primary Care Networks specifically in PCN Incorporation: The Why and the How, and the underlying partnership structure most practices are moving away from in GP Partnership Agreements: What Every Partner Should Know. Who Can Own Shares Share ownership in a company holding a GMS contract is not open-ended. The regulatory framework restricts shareholding to defined categories connected to medical practice: at least one share must be legally and beneficially owned by a general medical practitioner, other shares held by a medical practitioner must be held by a qualifying general medical practitioner or one employed within the NHS, and any remaining shares must be held by individuals or bodies falling within a specified permitted list. This is a materially different ownership model from a typical SME, and it means the shareholder agreement and articles of association need to be drafted with these restrictions built in from the outset, not retrofitted once shares have already been issued. Getting Your Contract Novated There is no automatic right to move a GMS or PMS contract into a limited company. The change requires the consent of your Integrated Care Board, which assesses incorporation requests against NHS England’s published common assessment framework. If approved, the ICB will require a Novation Agreement documenting the transfer, and these agreements frequently include guarantees and restrictions that need careful review before signing, since an unfavourable novation agreement can undo much of the benefit incorporation was meant to deliver. Area Partnership (Partnership Act 1890) Company limited by shares (Companies Act 2006) Liability Partners are jointly and severally liable for partnership debts and obligations Shareholder liability generally limited to the value of their shares Contract ownership Held by the partners collectively, changes with membership Held by the company itself, unaffected by changes in directors or shareholders Governance Governed by the partnership agreement, flexible and largely private Governed by Companies Act 2006, articles of association and a shareholders’ agreement; core statutory requirements cannot be contracted out of Removing a partner/shareholder No statutory expulsion mechanism; must be drafted into the agreement Also requires careful drafting; removing a shareholder-director is procedurally complex, involving both company law and employment law Public filings None required beyond HMRC and CQC notifications Annual accounts and confirmation statement filed at Companies House and publicly viewable Staff Partners are self-employed; staff employed directly by the partnership Staff, including former partners who become directors, are generally employees under PAYE; existing staff transfer under TUPE Staff, Pensions and TUPE Where a practice fully incorporates and its GP contract is novated, existing staff transfer into the new company by operation of the Transfer of Undertakings (Protection of Employment) Regulations, commonly known as TUPE, unless an individual employee objects. This means a proper staff consultation process is required before the transfer, and the new company inherits existing employment terms. Pension treatment is one of the areas practices most often get wrong when weighing up incorporation. Individual limited companies generally cannot access the NHS Pension Scheme unless the company itself qualifies as an Employing Authority under the scheme’s rules, and even where it does qualify, only salary counts as pensionable income within the company structure, not dividends. For GP partners who have historically maximised their NHS pension through partnership profit share, this is a genuine trade-off: tax efficiency gained through dividends can come at the direct cost of pension growth, and because corporation tax is paid before profits are distributed, there is an inherent leakage that partnership profit share does not suffer from. This makes incorporation more attractive to GPs with substantial non-NHS income, those already near pension allowance limits, or those planning an eventual practice sale, and less attractive to GPs relying heavily on NHS pension accrual as their main retirement provision. Regulatory Obligations That Follow the Company A company delivering CQC-regulated activities must itself be registered with the CQC in its own right; operating regulated activities without registration is a criminal offence, so incorporation is not something that can be completed and then followed up on CQC registration at leisure. We cover what makes CQC compliance for GP practices distinct from other regulated settings in CQC Compliance for GP Practices: What’s Different from Care Homes. Once incorporated, the company is also bound by the Companies Act 2006’s statutory director duties, including the duty to promote the success of the company, to exercise independent judgement, to exercise reasonable care, skill and diligence, and

Under UK GDPR, a GP practice must appoint a Data Protection Officer because its core activity, holding and processing clinical records, involves large-scale processing of special category health data, one of the three triggers that make DPO appointment mandatory rather than optional. Getting this wrong is not just a paperwork gap: an improperly appointed, under-resourced or conflicted DPO leaves the practice exposed to ICO enforcement and undermines the very function that is supposed to catch data protection problems before they become breaches. We regularly advise GP practices and primary care networks on data protection governance, including where the DPO role has been bolted onto an existing job without proper thought given to independence or resourcing. This post sets out where practices most often get it wrong and what is actually at stake. Why a GP Practice Must Appoint a DPO The ICO’s guidance on Data Protection Officers sets out three circumstances in which appointing a DPO is mandatory under UK GDPR, not optional: where the organisation is a public authority or body, where its core activities require large-scale, regular and systematic monitoring of individuals, or where its core activities consist of large-scale processing of special category data or data relating to criminal convictions and offences. A GP practice’s core activity is providing clinical care to a registered patient list, which necessarily means processing special category health data as its primary function, not as an incidental HR or administrative task. This places GP practices squarely within the mandatory appointment requirement. Many practices are also captured as public authorities or bodies for these purposes, depending on their structure, which the Data Protection Act 2018 defines at section 7. Either basis is sufficient on its own; a practice does not need to meet both. Some smaller practices assume that because they are a partnership rather than an NHS trust, the DPO requirement doesn’t apply to them in the same way. It does. The size of the organisation is irrelevant to whether the requirement is triggered; what matters is the nature and scale of the processing. Where Practices Get the Role Wrong In our experience, the risk rarely comes from practices deciding not to appoint a DPO at all. It comes from appointing one in a way that doesn’t actually meet the requirements, which can be just as exposed to enforcement as having no DPO in place. Conflict of interest The ICO is explicit that a DPO cannot hold a position that leads them to determine the purposes and means of processing personal data. In a GP practice, this typically rules out the practice manager holding the DPO role in substance if that same person also makes the operational decisions about which systems process patient data, how records are shared with third parties, or how marketing and patient communications are run. The ICO’s own example is a head of marketing who cannot also be DPO because their decisions and their oversight role would conflict; the same logic applies to a practice manager who both decides on data processing arrangements and is meant to independently scrutinise them. Lack of genuine independence The DPO must report to the highest level of management, must not be penalised for raising concerns, and must be given direct access to decision-makers. A DPO who is line-managed by, and dependent for their role and reward on, someone whose decisions they are meant to be checking does not meet this bar in substance, even if it is met on paper. Under-resourcing The DPO must be given adequate time, budget and access to information to actually perform the role. A GP practice that appoints a DPO on paper but gives them no protected time, no training budget, and no real visibility of data processing decisions has not met the requirement, regardless of the job title on the organisational chart. Sharing a DPO Across a PCN or Federation The ICO confirms that a single DPO can act for a group of organisations, including public authorities acting together, and this is common practice for GP practices working through a primary care network or GP federation, where a shared DPO covers several practices. This is entirely permitted, but the ICO is clear that a shared DPO must still be able to perform their tasks effectively across every organisation they cover, taking into account the size and complexity of each one. A DPO nominally covering fifteen practices with no support team and no realistic capacity to engage with each practice’s individual processing activities is a genuine compliance risk for every practice relying on that arrangement, not just a resourcing inconvenience for the DPO personally. Before relying on a shared or outsourced DPO arrangement, a practice should be able to answer, with confidence, how much time that DPO actually has for the practice specifically, whether they have direct access to the partners when needed, and whether they are genuinely independent of decisions made at network or federation level about shared IT systems and data sharing agreements. What Getting It Wrong Actually Exposes the Practice To Failures around DPO appointment and independence fall under the accountability and governance provisions of UK GDPR, which sit in the standard fine tier: up to £8.7 million or 2% of annual global turnover, whichever is higher. For most GP practices the turnover-based figure will be modest, but the ICO’s enforcement powers are not limited to fines. Reprimands, enforcement notices and orders to change practice are all available and are, in practice, more commonly used against smaller organisations than headline fines. The more immediate risk is usually indirect. A conflicted or under-resourced DPO is less likely to catch a processing problem before it becomes a reportable breach, less likely to be consulted properly before a new system or data-sharing arrangement is adopted, and less able to give the practice a credible answer when a patient submits a subject access request that touches on sensitive third-party information. We cover the practical side of handling those requests correctly in our companion post on subject access

A GP partnership dispute is, in the first instance, a private law matter governed by your partnership deed and, in the absence of one, by the default rules in the Partnership Act 1890. Your options range from informal negotiation through mediation and arbitration to court-ordered dissolution, and which route is realistically open to you depends heavily on what your partnership agreement actually says, and on the separate question of what happens to your GMS or PMS contract while the dispute is ongoing. This is the area where GP partnerships most often come unstuck, not because the underlying disagreement is unusual, but because practices frequently discover, mid-dispute, that they never resolved how disputes should be handled in the first place. This guide sets out the legal options in order of escalation, what each one actually achieves, and the NHS contract issues that sit alongside any partnership dispute and often complicate it considerably. Why GP partnership disputes are different from ordinary business disputes Most commercial partnerships can resolve a serious falling-out by one side simply buying the other out and carrying on. GP partnerships carry an additional layer: the practice holds a GMS or PMS contract with NHS England (now commissioned through integrated care boards), and that contract is not automatically unaffected by changes to the partnership behind it. Under regulation 15 of the National Health Service (General Medical Services Contracts) Regulations 2015, where a contract is held by two or more individuals practising in partnership, the contract “is to be treated as made with the partnership as it is from time to time constituted”. In plain terms, the GMS contract generally survives a change in partners, but the regulations set out specific circumstances in which it will not, and getting this wrong, on either side, can put the practice’s core income at risk while the partners are still arguing about who gets what. We cover this contract-specific risk in detail in our review of the Bhat case, a 2024 High Court decision that clarified exactly this point. Start with what your partnership deed already says Before considering any of the options below, check your partnership deed. A properly drafted deed will typically set out: If your practice operates without a signed deed, you are a partnership at will under section 32 of the Partnership Act 1890, and any partner can dissolve the entire partnership immediately, on notice, at any time. That is a materially worse starting position for a dispute and we explain the practical consequences in our article on operating without a deed. If you do have a deed but are unsure what it actually provides for common scenarios, our overview of what every partnership agreement should cover is a useful starting point before you go further. Option one: internal resolution and negotiation The great majority of GP partnership disputes should start, and often end, with structured internal discussion, ideally with an independent chair (an accountant, a non-conflicted senior partner, or a practice manager trained in facilitation) rather than partners simply talking past each other in a business meeting. This costs nothing beyond time and is worth genuinely attempting even where relations have broken down, because it preserves the option of a negotiated exit if the dispute cannot be resolved. Option two: mediation Most well-drafted partnership deeds specify mediation as a mandatory step before arbitration or litigation. An experienced commercial mediator, or one with specific healthcare sector experience, works with all partners to find common ground without imposing a binding outcome. Mediation is confidential, generally resolved within a single day or two, and considerably cheaper than either arbitration or court proceedings. It is particularly well suited to disputes about working patterns, profit share, or interpersonal conduct, where an imposed legal outcome would not actually repair the working relationship even if one party “won”. Option three: arbitration and expert determination Where mediation fails or the dispute is more technical, for example a valuation disagreement on a partner’s departure, arbitration allows the partners to appoint a decision-maker with relevant expertise, a healthcare-sector accountant for a financial dispute, or a specialist surveyor for a premises valuation dispute, and the arbitrator’s decision is binding and enforceable in the same way as a court judgment. This is faster and more private than litigation but still carries real cost, and the arbitration clause in your deed will dictate the process, so it needs checking carefully before you start. Expulsion, retirement and compulsory departure Where the dispute centres on one partner’s conduct, capacity or performance rather than a disagreement between equals, the deed’s expulsion clause becomes the key document. A partner cannot lawfully be expelled unless the deed contains an express power to do so, exercised strictly in accordance with its terms and in good faith. Get the process wrong, and the “expelled” partner may remain a partner in law regardless of what the others intended, with all the contractual and GMS consequences that implies. Ill health and incapacity raise particular legal issues, including disability discrimination risk under section 44 of the Equality Act 2010, which extends protection against discrimination, harassment and unlawful expulsion to partners in the same way it protects employees, and imposes a duty to make reasonable adjustments. We deal with this specific scenario, and the interaction with GMC processes and NHS Pension Scheme ill health retirement, in our article on partner ill health and incapacity. Dissolution: technical versus general, and the GMS contract risk Not every departure or falling-out amounts to a full dissolution of the partnership. English partnership law distinguishes between a technical dissolution, where the business continues without a break under a reconstituted partnership, and a general dissolution, where the partnership winds up entirely. This distinction matters enormously for GP practices because, historically, NHS commissioners have sometimes treated a technical dissolution as automatically ending the GMS contract, which is not correct. This exact issue reached the High Court in Bhat v NHS Litigation Authority [2024] EWHC 375 (Admin), where the court held that NHS Litigation Authority (now operating as NHS

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

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. Issue Default position under the Partnership Act 1890 Typical position under a drafted partnership deed Ending the partnership Any partner can dissolve the whole partnership by giving notice at any time (s.26) Only a defined process, usually requiring a fixed notice period and does not automatically end the practice Removing a partner No power to expel a partner for any reason Defined expulsion grounds and process, e.g. for serious misconduct, incapacity or breach Profit share Equal shares regardless of hours worked or capital contributed (s.24) Profit-sharing ratios linked to sessions, seniority or capital as agreed Death or bankruptcy of a partner Automatic dissolution of the whole partnership (s.33) Practice continues with remaining partners; departing partner’s share bought out New partner probation No concept of a probationary period Defined probationary period with short notice for either side to end the arrangement Valuing a departing partner’s share No mechanism specified Agreed valuation method, often independent surveyor or accountant valuation 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: 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 GP partner’s long-term ill health does not automatically end their partnership, their GMS contract entitlement, or their employment-style protections, and treating it as though it does is one of the most common ways practices expose themselves to a disability discrimination claim. What actually happens depends on the terms of your partnership deed, the protections in the Equality Act 2010, and separately, the NHS Pension Scheme rules if the partner is applying for ill health retirement. Sustained pressure on general practice means this scenario is no longer rare. A partner who has been signed off for months, or who is struggling to sustain full clinical sessions, puts the remaining partners in a genuinely difficult position: patient care and rota cover have to continue, income is affected, and yet the legal routes for managing the situation are narrower and more procedurally sensitive than many practices assume. Why ill health is legally different from other partnership disputes Most partnership disputes are, at root, a disagreement about conduct, direction or money. Ill health is different because the partner has not necessarily done anything wrong, and because a physical or mental health condition that has lasted, or is likely to last, 12 months or more will very often meet the legal definition of a disability under the Equality Act 2010. That triggers specific statutory protections that do not apply to a dispute about, say, working hours or profit share. Under section 44 of the Equality Act 2010, a firm must not discriminate against a partner as to the terms on which they are a partner, by denying them access to benefits or opportunities, by expelling them, or by subjecting them to any other detriment, and a duty to make reasonable adjustments applies to the firm in the same way it would to an employer. This means an ill health partner cannot simply be compulsorily retired or expelled because their condition is inconvenient. Any decision has to be capable of justification as a proportionate means of achieving a legitimate aim if it is to withstand a discrimination challenge. What your partnership deed should already provide for A properly drafted deed will contain a specific long-term sickness or ill health clause, separate from the general expulsion clause, typically triggered after a defined period of absence, commonly around 12 consecutive months, or a cumulative period within a rolling three-year window, though there is no statutory template and the actual figure is whatever your deed provides for. Well-drafted clauses will also address: Without express provisions covering this, the partners are left relying on the general law, which is considerably less predictable. Under section 35(b) of the Partnership Act 1890, a partner can apply to the court to dissolve the partnership where another partner has become “permanently incapable of performing his part of the partnership contract”, but this requires a court application, is slow, adversarial, and carries the same discrimination risk if not handled with care. This is precisely the scenario a partnership deed exists to avoid having to litigate. If your practice does not have a signed deed at all, the position is considerably worse again, as covered in our article on operating as a partnership at will. The NHS Pension Scheme ill health retirement route Where a partner’s condition means they cannot continue working, ill health retirement through the NHS Pension Scheme is often the practical route out, and it operates entirely separately from the partnership process. The NHS Business Services Authority (NHSBSA) administers two tiers of ill health pension. A Tier 1 award requires the member to be permanently unable to carry out the duties of their own role. A Tier 2 award requires that they also be permanently incapable of any regular employment of comparable hours, whether full or part time, because of the illness or injury. Tier 2 pays a materially enhanced benefit, and if a member later returns to work and their earnings in a tax year exceed the lower earnings limit, NHSBSA will substitute a Tier 1 award for the Tier 2 award going forward. GP partners apply to NHSBSA directly (via PCSE in England), and the application is independent of whatever the partnership deed’s own retirement process requires, though in practice the two processes usually run alongside each other. Tier Qualifying test Effect on award if member returns to work Tier 1 Permanently unable to carry out the duties of their own role No automatic reduction tied to future earnings Tier 2 Meets Tier 1 test and is permanently incapable of any regular employment of comparable hours Reverts to a Tier 1 award if earnings exceed the lower earnings limit in a tax year The GMS contract angle A change in the partnership caused by one partner’s departure through ill health does not, by itself, put the GMS contract at risk. Regulation 15 of the National Health Service (General Medical Services Contracts) Regulations 2015 provides that the contract is treated as made with the partnership “as it is from time to time constituted”, meaning the reconstituted partnership generally continues to hold the contract. Commissioners have occasionally taken a stricter view of this than the regulations actually support, an issue examined in detail in the High Court’s 2024 decision in Bhat v NHS Litigation Authority, which we cover fully in our article on the Bhat case. If NHS England or your ICB suggests that a partner’s ill-health departure has itself terminated the contract, that position should be checked carefully rather than accepted at face value. Where fitness to practise and GMC issues intersect Occasionally, ill health, particularly where it affects clinical performance or judgement, becomes entangled with a GMC health or performance concern. These are separate legal processes with separate tests and timelines, and a GMC referral does not resolve, or replace, the partnership’s own obligations to the affected partner under the Equality Act 2010 and the deed. If your practice is dealing with both simultaneously, our article on what happens during a GMC investigation explains what to expect from that

A mandatory retirement age in a GP partnership deed is not automatically enforceable. Under the Equality Act 2010, requiring a partner to retire at a fixed age is direct age discrimination unless the practice can show the clause is a proportionate means of achieving a legitimate aim, and the burden of proving that sits with the practice, not the partner being asked to leave. Many older GP partnership deeds still include a compulsory retirement age, commonly 65, sometimes with a requirement for the partner to obtain annual written consent from the other partners to continue beyond it. These clauses were drafted at a time when a default retirement age of 65 applied across UK employment law generally. That default was abolished for employees in October 2011, and while the position for partners has always been governed separately, the direction of travel in recent case law is towards much closer scrutiny of any clause that forces someone out purely because of their age. Why a Retirement Age Clause Is Discrimination in the First Place Age is a protected characteristic under the Equality Act 2010. Section 13 sets out the general test for direct discrimination, and age is treated differently from every other protected characteristic in one important respect: section 13(2) allows an employer or partnership to escape liability for direct age discrimination if it can show its treatment of the individual is “a proportionate means of achieving a legitimate aim.” No equivalent defence exists for discrimination based on sex, race, disability or the other protected characteristics. Section 44 of the Act extends this protection specifically to partnerships, prohibiting discrimination against a partner in the terms on which they hold their position, and by expelling them. A GP partnership that forces a partner out at a set age, or refuses to renew their position beyond that age, falls squarely within this section unless it can make out the objective justification defence. The practical effect is that a retirement age clause is not void from the outset, but it is not safe either. It starts from a presumption of unlawfulness that the practice then has to displace with evidence. Seldon v Clarkson Wright and Jakes: Where the Defence Came From The leading authority is Seldon v Clarkson Wright and Jakes (a partnership) [2012] UKSC 16, a Supreme Court decision concerning a solicitor required to retire from his law firm partnership at 65 under the partnership deed. The Supreme Court held that a mandatory retirement age in a partnership agreement is capable of being objectively justified, and identified the categories of legitimate aim that can support such a clause: workforce planning and succession, allowing younger professionals a realistic route to partnership, and avoiding the need to performance manage older partners out on capability grounds, described by the court as protecting the “dignity” of older colleagues rather than subjecting them to a difficult capability process. Seldon confirmed the age of 65 chosen by that firm was justified in the circumstances, partly because it matched the then-default retirement age for the firm’s employees and partly because the partners themselves had consented to it. Seldon did not create a blanket rule that 65, or any other age, is automatically acceptable. Each clause has to be justified on its own facts, by reference to the specific business and its circumstances. Scott v Walker Morris LLP: The 2025 Case That Raised the Bar A 2025 Leeds Employment Tribunal decision shows how far scrutiny has moved on since Seldon. In Scott v Walker Morris LLP, an equity partner was forced to retire under the firm’s policy of a presumptive retirement age of 60, with the option to apply for an extension only where the partner could demonstrate “exceptional contribution.” The firm argued its policy pursued the same legitimate aims recognised in Seldon: workforce and succession planning, and maintaining a collegiate, cohesive partnership. The tribunal rejected the defence. It found no evidence that older partners were actually blocking younger partners’ progression, no evidence that partner performance genuinely declined with age, and no evidence the firm had seriously considered less discriminatory alternatives, such as extending the retirement age, using structured career and succession conversations, or strengthening its existing performance review process instead of relying on a blanket age cut-off. The tribunal was explicit that justifications for a retirement age “must be provable rather than theoretical,” and that assumptions about older partners “slowing down” are exactly the kind of stereotype the Equality Act exists to prevent. Factor Seldon (2012, retirement age upheld) Scott v Walker Morris (2025, retirement age struck down) Evidence of business need Linked to the firm’s employee retirement age at the time and consented to by partners No documentary evidence that the aims were actually being achieved Alternatives considered Less scrutiny required, as norms were different in 2012 Tribunal found the firm had not seriously considered less discriminatory options Performance link Accepted in principle as a legitimate concern Rejected as “anecdotal” and based on assumptions, not evidence Outcome Retirement age objectively justified Retirement age found to be unlawful age discrimination What This Means Specifically for GP Partnerships No reported case has yet tested a mandatory retirement clause in a GP partnership deed directly, so we cannot point to a GP-specific precedent either way. What we can say, based on how Seldon and Scott v Walker Morris have been applied, is that a GP partnership’s position is different from a law firm’s in ways that cut both directions. On one hand, the “career progression” argument may carry more weight for GP partnerships than it does for other professions. Unlike a law firm, where junior partners can in principle win new client relationships and build a book of business, a GP partner’s opportunities are constrained by a fixed patient list and a capped number of partnership shares. That structural limit strengthens the workforce planning argument in a way City law firms often cannot demonstrate. On the other hand, Scott v Walker Morris makes clear that a tribunal will want to see

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: 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

Valley View v NHS Property Services Ltd [2022] EWHC 1393 confirmed that GP practices can be liable to pay service charges to NHS Property Services Ltd (NHSPS) even where there is no written lease, and that liability depends on the specific facts of each practice’s occupation rather than on a single, general rule. The five-case judgment, handed down by Edwin Johnson J in June 2022, remains the leading authority on this issue and practices are still dealing with its consequences. If your practice occupies NHS-owned premises and has ever queried a service charge demand from NHSPS, or is unsure whether you are even contractually liable to pay one, Valley View is the starting point for understanding your legal position. Background: how GP practices ended up disputing service charges at all Before April 2013, most GP surgery premises were owned by Primary Care Trusts (PCTs), which acted as both the NHS commissioner of primary care services and the GPs’ landlord. Rent and many service charges were reimbursed to GPs through that commissioning relationship, and PCTs frequently did not pursue the full non-reimbursable service charge from practices in any event. In April 2013, as part of the wider NHS reorganisation, around 3,700 of these properties transferred to NHS Property Services Ltd under statutory vesting schemes, separating the landlord role from the commissioner role for the first time. GPs continued to receive funding for rent and certain reimbursable costs, but were now required to pay NHSPS directly, in full, for the landlord’s other costs of providing services to the building. Many practices had occupied their premises for years, sometimes decades, without a formal written lease ever having been completed, which left the legal basis for any service charge liability genuinely unclear. From 2015, NHSPS began publishing annual Charging Policies asserting that GP tenants without a written lease were still liable to pay service charges. Disputes escalated, supported by the British Medical Association, and five GP practices ultimately brought proceedings seeking declarations that these policies had not altered the terms of their occupation. NHSPS counterclaimed for declarations as to its own service obligations and for the practices’ outstanding arrears. What the five test cases actually decided The judgment runs to around 170 pages and covers a wide range of landlord and tenant issues, but three findings matter most for GP practices generally. Occupation without a lease can still be a tenancy at will, not a free pass In the Valley View and St Andrews cases, the court had to decide whether the practices occupied as tenants at will or under a tenancy implied from conduct (which, if protected under the Landlord and Tenant Act 1954, carries different and generally more tenant-favourable consequences). Applying established authority on tenancies at will, the judge held that the Valley View claimants, despite 14 years in occupation and long gaps in negotiations for a formal lease, remained tenants at will throughout, because the parties’ shared intention had always been that a formal grant would eventually follow. Occupying premises for a long time without a lease does not, by itself, create a stronger tenancy. Where a tenancy is implied from conduct, service charges are still generally payable In the Coleford and St Keverne cases, where it was accepted the practices held tenancies implied from conduct, the court held that the terms the parties should be taken to have intended included an obligation to pay “the landlord’s reasonable costs of services reasonably provided”, including internal management fees, even though management fees had not historically been charged before 2013. The practices’ arguments that their liability was capped, or that they held on an “all-inclusive rent” basis excluding separate service charges, were both rejected on the facts. Management fees can be recovered as part of the service charge NHSPS sought to recover its own internal management costs as part of the service charge in all five cases. The judge held there is nothing inherently objectionable in a landlord recovering internal management costs, provided the lease or implied tenancy terms are wide enough to cover them and the costs are not too distant from the services they relate to. In the written lease cases, broadly drafted service charge covenants were held wide enough to include management fees. What Valley View means if your practice does not have a written lease Your situation What Valley View established No written lease, long occupation, ongoing lease negotiations with gaps You are likely a tenant at will, not a protected tenant, regardless of how long you have occupied No written lease, services provided and part-paid for over time A tenancy implied from conduct may exist, carrying an obligation to pay reasonable service charges including management fees Written lease with a broad service charge covenant Management fees are likely recoverable if the covenant is wide enough to cover them Disputing historic charges based on the pre-2019 Charging Policy position NHSPS conceded in 2019 that the Charging Policies did not themselves alter tenancy terms, and the court declined to make further declarations on this point as no live dispute remained Challenging a service charge demand Valley View did not hand NHSPS a blank cheque. The judgment turned heavily on the specific facts of each practice’s occupation history and the actual wording of any lease or the terms that could properly be implied from conduct, and NHSPS was expressly found in some of the linked proceedings to have failed to prove that certain costs had actually been incurred for a specific practice. If you are disputing a service charge demand, the practical starting points are establishing exactly what your occupation status is (tenancy at will, implied tenancy, or written lease), what the relevant lease or implied terms actually say about recoverable costs, and whether NHSPS can properly evidence that the costs claimed were genuinely incurred for your premises. We cover the practical steps for disputing a demand in detail in our article on NHS Property Services disputed service charges. Where a service charge dispute becomes entangled with a wider disagreement

A breach of your GMS or PMS contract occurs whenever your practice fails to meet an obligation set out in the contract, whether that is a missed CQC action, an out-of-date recruitment or safeguarding policy, or a gap in clinical governance arrangements. What happens next depends on whether the breach is capable of remedy, and how your integrated care board (ICB) chooses to respond under Schedule 3 of the National Health Service (General Medical Services Contracts) Regulations 2015 (or the equivalent Schedule 2 of the PMS Agreements Regulations 2015 for PMS practices). Most breaches do not end in termination. But the process that gets triggered the moment a remedial or breach notice lands on your desk has strict timescales attached to it, and getting the response wrong, or simply not responding quickly enough, is what turns a manageable compliance issue into a genuine threat to the contract. This post sets out what counts as a breach, what commissioners can do about it, and what your practice should do the moment a notice arrives. For the background on how GMS and PMS contracts work generally, see our post on NHS GP contracts explained. What Counts as a Breach A breach is any failure to comply with a term of your contract. In practice, the breaches that generate remedial or breach notices tend to fall into a fairly narrow set of categories: Not every shortfall is a breach in the contractual sense. The regulations distinguish clearly between breaches that are capable of remedy (most of them) and breaches that are not, because they relate to a specific event that has already happened and cannot be undone, for example a day on which no clinician was available in the practice. That distinction determines which type of notice you receive. Remedial Notices vs Breach Notices Feature Remedial notice Breach notice When used Where the breach is capable of remedy Where the breach is not capable of remedy (a one-off event) What it requires Specific steps to remedy the breach within a set notice period An instruction not to repeat the breach, and a statement of steps to avoid repetition Minimum notice period At least 28 days, unless a shorter period is necessary to protect patient safety or prevent material financial loss to the commissioner No fixed remedy period, since there is nothing to remedy Governing provision Schedule 3, paragraph 70(1) to (4) GMS Regulations 2015 / Schedule 2, PMS Regulations 2015 Schedule 3, paragraph 70(5) GMS Regulations 2015 / Schedule 2, PMS Regulations 2015 Consequence of repetition Further remedial notice, or termination if the cumulative effect would prejudice service efficiency Further breach notice, or termination on the same cumulative effect test In our experience, remedial notices are by far the more common of the two. Breach notices are comparatively rare, because most contractual failures relate to an ongoing state of affairs (a missing policy, an unresolved staffing gap) rather than a single, closed event. What Happens if a Breach Is Not Remedied If your practice fails to take the required steps within the notice period, the ICB may issue a further notice terminating the contract with effect from a date it specifies, under paragraph 70(4) of Schedule 3. Separately, paragraph 70(6) allows termination where, following a breach notice or remedial notice, the practice either repeats the breach in question or otherwise breaches the contract in a way that results in a further remedial or breach notice. Termination on this repeated-breach ground is not automatic. The ICB may only exercise it 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 test set out at paragraph 70(7). NHS Resolution’s published determinations show this test being applied in practice: in one 2020 case, a practice that had received three successive remedial notices, and had spent time in CQC special measures, was found to have been lawfully terminated because the pattern of repeated, unremedied breaches met the prejudice test, even though some earlier breaches had technically been addressed. In other words, a practice’s argument that “we fixed it eventually” will not necessarily prevent termination where the pattern of repeated notices itself demonstrates a wider problem. Short of Termination: Contract Sanctions Where a commissioner is entitled to terminate a contract but chooses not to, it can instead impose a contract sanction, provided it is satisfied the sanction is appropriate and proportionate. The available sanctions are: Sanctions cannot be used to affect the delivery of, or payment for, essential services, and unless patient safety or financial risk requires urgency, the commissioner must give at least 28 days’ written notice of the sanction, setting out what is being imposed, from what date, and its effect. In our experience, sanctions are used more often than outright termination, precisely because they allow an ICB to apply pressure on a practice without disrupting patient care in the local area, which termination inevitably risks doing. Your Options When a Notice Arrives The steps that matter most are the ones taken in the first few days after a notice is received. We also regularly see commissioners refer breach matters on to the CQC, the NHS practitioner performance team, or the GMC, depending on the nature of the underlying issue. A GMS or PMS breach rarely exists in isolation from a practice’s wider regulatory position, so any response strategy needs to consider all of the bodies that might become involved, not just the ICB. How This Connects to Termination Breach and remedial notices are the mechanism that sits immediately upstream of contract termination. If your practice is already facing termination, whether through the breach process described above or through one of the other grounds in Schedule 3 (such as a partner no longer meeting the conditions to hold the contract, or a change in partnership structure), our post on automatic contract termination sets out those provisions in detail. If the dispute has moved beyond the notice stage

Dissolving a GP partnership does not automatically terminate the practice’s GMS contract, even where the dissolution was not agreed by all the partners. That was confirmed by the High Court in Bhat v NHS Litigation Authority [2024] EWHC 375 (Admin), a judicial review decision that corrected a determination by NHS Litigation Authority (now operating as NHS Resolution) which had wrongly treated a partnership dissolution as bringing the GMS contract to an end. We should be clear about the court that decided this: Bhat was heard in the High Court’s Administrative Court, as a judicial review of NHS Litigation Authority’s determination, not by the Court of Appeal. It is nonetheless the leading and most directly relevant authority on this specific question, and it matters to every GP partnership going through a partner’s departure without full agreement from everyone involved. The facts behind the case The practice at the centre of the case had a partnership consisting of two equity partners, one a registered GP, and a salaried partner who had previously worked as the practice manager but by late 2021 had no active involvement in the practice. In November 2021, a dispute arose between the equity partners and the salaried partner. The equity partners served notice of dissolution of the partnership on the salaried partner, who did not challenge the notice. Despite the dissolution notice, the equity partners continued running the practice exactly as before: the assets and liabilities stayed within the ongoing partnership, and there was no full winding up of the business. The equity partners also gave notice of the dissolution to the local commissioner (then the CCG, now the ICB). A dispute arose over what this meant for the GMS contract, and it was referred to NHS Litigation Authority for determination under the NHS dispute resolution procedure. What NHS Litigation Authority got wrong It was common ground that the partnership had operated as a partnership at will, with no written agreement in place. NHS Litigation Authority accepted that earlier changes in the practice’s partnership composition had been “technical” dissolutions, where the business continues without a break, rather than “general” dissolutions involving a full winding up, and that regulation 15 of the National Health Service (General Medical Services Contracts) Regulations 2015 and Schedule 1 of the GMS contract meant those earlier changes had not disturbed the contract. For the November 2021 dissolution, however, NHS Litigation Authority took a different view. Because the salaried partner had not agreed to leave, the authority determined that this amounted to a general dissolution by operation of law, that regulation 15 therefore did not apply, and that the GMS contract had terminated and been replaced by a fixed-term contract running only until March 2022. The equity partners applied for judicial review of that determination. The High Court’s reasoning The court held that NHS Litigation Authority had erred. The judgment found that the idea a partnership dissolution automatically terminates a GMS contract is inconsistent with the framework of the 2015 Regulations. Specifically, the court held: In this case, the newly constituted partnership was still operating under the same name, from the same address, providing the same services to the same patients, and the court held that NHS Litigation Authority’s determination would have had the unattractive effect of automatically ending NHS contractual arrangements with a practice whenever an expelled partner simply did not challenge or formally agree to their departure, forcing practices back into open tender for their own contract in circumstances Parliament plainly had not intended. What this means if your practice is going through a partnership change Bhat confirms that the starting position for any GP partnership going through a partner’s departure, whether by agreement, retirement, expulsion, or a more contentious dissolution, is that the GMS contract continues with the reconstituted partnership under regulation 15, regardless of whether the departure was agreed by everyone, and regardless of whether the practice has a formal partnership deed or is operating as a partnership at will. This is a genuinely reassuring position for practices going through a difficult partner exit, but it is not unlimited. The 2015 Regulations still allow a commissioner to terminate a GMS contract in specific, defined circumstances connected to partnership changes: where a dissolution is actually ordered by a court, tribunal or arbitrator, or where the commissioner reasonably concludes that a change in partnership membership is likely to have a serious adverse impact on the ability to deliver services under the contract, in which case the commissioner must set out its reasoning in the termination notice itself. Bhat does not remove these grounds; it corrects the much broader, and incorrect, proposition that any non-consensual dissolution automatically ends the contract. We explain how these termination grounds interact with the wider notice-based dispute process in our article on responding to an NHS contract dispute, and separately in our article on automatic contract termination, since not every ending of a GMS contract goes through the notice procedure at all. Why this still matters even with a properly documented exit Practices with a well-drafted partnership deed are in a stronger position generally, because expulsion, retirement and dissolution are governed by clear contractual terms rather than the Partnership Act 1890’s default rules. But Bhat is a useful reminder that even a partnership at will, the weakest possible starting position under partnership law, does not automatically put the GMS contract at risk simply because a partner’s departure was contested rather than agreed. We set out the wider legal options for managing a partnership dispute, including where it does escalate towards a genuine dissolution, in our guide to resolving a GP partnership dispute. What This Means for Your Practice If NHS England or your ICB suggests that a partner’s departure, agreed or contested, has terminated your GMS contract, that position should not be accepted without checking it against regulation 15 and the specific termination grounds in the 2015 Regulations. Bhat is directly on point and confirms that continuity of the contract, not automatic termination, is the correct starting assumption.

A GMC investigation is opened where a concern about a doctor’s performance, health or conduct raises a possible risk to patient safety or public confidence in the profession, and it proceeds through defined stages set out under the Medical Act 1983 and the GMC’s own Fitness to Practise Rules. Most investigations do not end in a doctor being removed from the register, but the process itself, which can run for many months, carries real professional and personal strain, and GP partners have a direct interest in understanding it, both for their own protection and because a partner under investigation affects the whole practice. We advise GPs and GP partnerships on regulatory investigations and the practice-level consequences that often follow, including partnership and locum arrangements while a colleague is under investigation. This post sets out the stages a GMC investigation typically follows and what a GP practice needs to think about if a partner or salaried GP is contacted. Why the GMC Investigates The GMC’s statutory role, under the Medical Act 1983, is to take action where questions arise about a doctor’s fitness to practise. It investigates where serious concerns are raised about a doctor’s behaviour, health or performance and where those concerns suggest a risk to patient safety or to public confidence in the profession. Concerns can come from patients, employers, colleagues, the police, coroners, or the doctor’s own self-referral, and not every concern raised with the GMC results in a full investigation. The Stages of an Investigation The GMC’s own guidance for doctors under investigation is structured around five stages: deciding to investigate a concern, opening an investigation, the investigation process itself, making the decision, and, where relevant, monitoring any sanction that follows. Initial assessment and opening an investigation Not every concern raised with the GMC becomes an investigation. Information is first assessed to decide whether it could realistically raise a fitness to practise question at all; concerns that clearly could not are closed at this stage. Where a concern is more borderline, the GMC may carry out a limited provisional enquiry before deciding whether to open a full investigation, which helps it assess risk without committing to a full process unnecessarily. The investigation itself Once an investigation is open, the GMC gathers evidence relevant to the concern. This commonly includes medical records, statements from colleagues and witnesses, and the doctor’s own response to the specific allegations put to them. Doctors are given the opportunity to respond formally to the case against them before a decision is made, and the GMC’s guidance is clear that it aims to handle this process fairly and with appropriate support available to the doctor throughout. Investigations vary enormously in length depending on complexity, the number of allegations, whether external assessments (such as a performance or health assessment) are needed, and how quickly evidence can be gathered. Historically, a proportion of GMC investigations have run well beyond a year; doctors and practices should not assume a quick resolution and should plan accordingly for cover and continuity if a partner is affected. Reaching a decision At the conclusion of an investigation, the case is decided by two case examiners, one medically qualified and one not, working from the evidence gathered and the doctor’s response. Possible outcomes include closing the case with no further action, giving private advice, agreeing undertakings (voluntary, agreed restrictions on practice), issuing a formal warning, or referring the case for a hearing before the Medical Practitioners Tribunal Service. Cases resolved by advice, undertakings or a warning conclude at this stage without a tribunal hearing; only cases referred onward proceed to MPTS. Interim Orders: Restrictions While an Investigation Continues Where the GMC believes a doctor’s ongoing, unrestricted practice could put patients at risk or seriously undermine public confidence, it can refer the matter to the MPTS for an Interim Orders Tribunal while the underlying investigation continues. This is a separate, faster-moving process from the main investigation and is not a finding of guilt; its purpose is to manage risk during the investigation itself. An Interim Orders Tribunal panel of three, including at least one registrant member and one lay member, can suspend a doctor’s registration or impose conditions on their practice for up to 18 months. Any such order must be reviewed within six months of being imposed, and at intervals of no more than six months after that, so a restriction is never open-ended without further scrutiny. Hearings are held in private as a default, though a doctor can request a public hearing. For a GP partnership, an interim order affecting a partner has immediate operational consequences, from patient list cover to NHS contract obligations, and is a scenario every partnership agreement should address explicitly rather than leaving to be worked out under pressure. We cover what a well-drafted partnership agreement should say about a partner’s capacity to practise, including regulatory investigations, in our post on GP partnership agreements and what every partner should know. Referral to the MPTS and Possible Sanctions Where a case is referred for a full tribunal hearing, the Medical Practitioners Tribunal Service makes an independent decision on whether the doctor’s fitness to practise is impaired and, if so, what sanction is appropriate. The range of outcomes runs from no action, through warnings and conditions on practice, to suspension, and, in the most serious cases, erasure from the medical register, meaning the doctor can no longer practise in the UK. All GMC and MPTS decisions of this kind are published on the medical register in line with the GMC’s publication and disclosure policy, which is itself a point GP partnerships should be aware of when considering reputational and patient communication issues arising from an investigation. What This Means for a GP Partnership Beyond the individual doctor’s own position, a GMC investigation touching a partner or salaried GP raises practical questions for the wider practice: whether NHS England or the integrated care board needs to be notified, whether CQC’s fit and proper persons requirement is engaged, how patient

A GP practice must respond to a subject access request for patient records within one month of receipt, and in most cases cannot charge a fee to do so, but health records carry additional rules that do not apply to a typical business responding to a data request. The “serious harm test” and the requirement to involve an appropriate health professional before disclosure are specific to health information, and getting them wrong, in either direction, creates real risk. We advise GP practices on data protection compliance, including where a subject access request has become contentious because it touches on safeguarding concerns, family disputes, or information about someone other than the patient. This post sets out the practical mechanics of handling a DSAR correctly. The Basic Timetable and What Counts as a Request A subject access request does not need to use any particular wording, refer to legislation, or be made in writing. A patient can make a valid SAR verbally, at reception, over the phone, or via social media, provided it is clear they are asking for their own personal data. Practices should have a process for recording verbal requests so the clock isn’t missed simply because nothing was put in writing. The response deadline is one month from receipt, and this can be extended by a further two months if the request is complex or the same individual has made a number of requests. If an extension is needed, the practice must tell the patient within the original one-month period and explain why. A request is not automatically complex just because it involves a large volume of records; complexity has to be assessed on the actual circumstances, though needing to consult an appropriate health professional (see below) is itself recognised by the ICO as a legitimate reason to treat a request as complex. In most circumstances a practice cannot charge a fee to comply with a SAR for health information. A reasonable administrative fee is only available where the request is manifestly unfounded or excessive, or where the patient is asking for further copies of information already provided. The Serious Harm Test: What Makes Health Records Different Health information is exempt from disclosure to the extent that providing it would be likely to cause serious harm to the physical or mental health of the patient or another person. This is a genuinely narrow exemption, not a general discretion to withhold anything sensitive, and it works differently depending on who is handling the request. The “appropriate health professional” is the clinician currently or most recently responsible for the patient’s diagnosis, care or treatment in connection with the matter in question. Where more than one clinician has been responsible, it is whoever is best placed to give an opinion on the specific issue. If no such clinician is available, the practice can appoint another suitably qualified and experienced health professional to give the opinion. The same logic works in reverse for disclosure. A non-health-professional handling a SAR must not disclose health information unless they are satisfied the patient already knows it, or they have obtained a recent opinion from the appropriate health professional confirming that the serious harm test is not met. If a practice cannot get that opinion within the response deadline, the ICO’s position is clear: the information must be withheld rather than disclosed by default, and the practice should keep a record of the efforts it made to consult the clinician. Third-Party Information Within a Patient’s Record GP records routinely reference other people: family members mentioned in a social history, a partner referenced in a safeguarding note, or a carer named in correspondence. Where a record contains identifiable information about someone other than the requesting patient, that information must be considered separately from the rest of the request. It should not be disclosed unless the third party consents, or it is reasonable to disclose it without their consent, taking into account factors such as any duty of confidentiality owed to them and whether they have expressly refused consent. It is normally reasonable to disclose information that simply identifies a health professional carrying out their clinical duties (for example, naming the GP or nurse who made an entry), which is treated differently from information identifying another patient or a family member. Requests Made on Someone Else’s Behalf A solicitor, relative, or advocate can make a SAR on a patient’s behalf, but the practice needs to be satisfied that the third party is actually entitled to act for the patient, and it is the third party’s responsibility to provide evidence of that authority, not the practice’s job to assume it. For requests concerning a child, the practice should consider whether the child is mature enough to understand their own rights (broadly, whether they are Gillick competent) before automatically routing the request through a parent. A SAR cannot be used to obtain a deceased patient’s records; that sits under the separate Access to Health Records Act 1990, which has its own rules about who can apply and what can be withheld. Practices should not process a request for a deceased patient as though it were a live SAR. It is also worth flagging to reception and administrative staff that pressuring someone to make a SAR so that the information can be used for another purpose, for example, requiring a job applicant to submit a SAR to their own GP to disclose their health records to a prospective employer, is a criminal offence. Practices are not usually the ones doing the pressuring, but staff should recognise the signs of an enforced request and query it rather than simply processing it. Enforcement Risk if It Goes Wrong Failing to respond within the deadline, disclosing third-party information without proper consideration, or releasing health information without appropriate clinical sign-off where the serious harm test may apply, are all matters the ICO can act on, and a patient can also apply to the court for an order requiring compliance or seek compensation. Getting DSAR handling

CQC registration is a legal requirement for every GP practice providing regulated activities such as treatment of disease, disorder or injury, but the way that registration works, is monitored and is rated differs in several important respects from how the CQC regulates a care home. Both sit under the same Health and Social Care Act 2008 framework, yet the ownership structures, the regulated activities registered against, and the rhythm of inspection are genuinely different. As the pillar page for our regulatory and compliance series for GP practices, this post sets out where those differences actually matter in practice, and where they don’t. We act for GP partnerships, single-handed practices and primary care networks on registration, governance and CQC-related disputes, and this is the ground-level detail we see catch practices out most often. Why GP Practices and Care Homes Sit Under the Same Regulator but Different Rules The CQC regulates both sectors under the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014. A “regulated activity” is any activity involving, or connected with, the provision of health or social care, and the regulated activities themselves are set out in Schedule 1 to those Regulations. Every provider carrying on a regulated activity, whether from a GP surgery or a residential care home, must register with the CQC before providing that activity, and must register separately for each regulated activity it carries on. Where the two sectors diverge is in which regulated activities apply, how the provider is structured for registration purposes, and how CQC subsequently monitors and rates the service. Treating GP compliance as “the same as a care home, but with doctors” is the single most common misunderstanding we see among newly appointed practice managers and incoming partners. Regulated Activities: What a GP Practice Actually Registers For Most GP practices register for the regulated activity of treatment of disease, disorder or injury, which covers the great majority of core general practice work carried out from a surgery. Depending on the services offered, a practice may also need to register separately for: A care home, by contrast, typically registers for accommodation for persons who require nursing or personal care, and separately for personal care or nursing care where these are delivered independently of the accommodation service. There is no hierarchy between regulated activities: a provider must register for every regulated activity it carries on, and registering for one does not automatically cover another, although CQC guidance confirms that some activities (such as nursing care delivered as part of treatment of disease, disorder or injury) do not require a separate registration where they are genuinely part of another registered activity. The practical implication for a GP practice is that its registration profile is built around clinical treatment activities delivered episodically to a registered patient list, not around ongoing accommodation and personal care delivered to residents. This shapes everything downstream, from the evidence CQC collects to how a breach is investigated. Registered Manager and Nominated Individual: The Structural Difference That Matters This is where GP practices and care homes diverge most clearly, and where we see the most confusion at registration stage. Every CQC-registered provider must appoint a registered manager with day-to-day responsibility for compliance with the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014, and this applies equally to GP practices and care homes. However, a nominated individual is only required where the provider registers as an organisation (typically a limited company). If a GP practice registers as an individual or as a partnership, which is how the great majority of traditional GP practices are structured, no nominated individual is required. Many care home operators, by contrast, are corporate providers running multiple locations, and those providers must appoint a nominated individual who is CQC’s main point of accountability for how the organisation’s registered managers are supported and how quality is maintained across all of its locations. For a GP partnership, this means CQC accountability sits more directly and personally with the partners and the registered manager than it typically does in a large, multi-site care home group. Partners taking on or stepping back from CQC responsibilities should have this reflected clearly in the partnership agreement, since disputes over who is actually accountable for compliance failures are far easier to resolve when the partnership deed addresses it explicitly. Our related post on GP partnership agreements covers what every partner should have in writing on this point. How CQC Monitors and Rates GP Practices Differently from Care Homes Care homes are typically subject to unannounced, on-site inspections carried out on a risk-based schedule, reflecting the continuous, round-the-clock nature of the regulated activity. GP practices are monitored on an ongoing basis, which includes an annual regulatory review drawing on data CQC already holds, alongside inspections and, where appropriate, targeted assessments carried out remotely by phone or email rather than always requiring a site visit. Critically, the annual regulatory review itself cannot change a practice’s rating: only an inspection or a formal assessment against the single assessment framework can do that. Both sectors have moved to a risk-based inspection frequency rather than a fixed timetable. Practices rated inadequate or requires improvement are revisited more often; those consistently rated good or outstanding may go longer between full inspections, but remain subject to ongoing monitoring and can be assessed sooner if concerns, complaints or notifications suggest a problem. We cover exactly how the current assessment model works, including the quality statements and scoring thresholds that determine a rating, in our companion post on the CQC single assessment framework for GP practices. CQC Compliance Checklist for GP Practices Compliance area What CQC expects Care home comparison point Registration Registered for every regulated activity actually carried on (typically treatment of disease, disorder or injury, plus any additional activities such as maternity or family planning) Care homes register for accommodation with nursing/personal care, plus personal care or nursing care where delivered independently Registered manager A named, CQC-approved registered manager with day-to-day responsibility for compliance Same requirement applies Nominated

A GMS or PMS contract can terminate automatically, without any decision or discretion on the commissioner’s part, in a limited set of circumstances set out in the contract regulations themselves. These grounds are narrower than many practices assume, and a 2024 High Court judgment significantly clarified one of the most misunderstood triggers: what actually happens to a GMS contract when a partnership dissolves. This article sets out the legal grounds for automatic and immediate termination, explains the 2024 case that reshaped how partnership changes are treated, and sets out what practices should do to protect contract continuity. Automatic termination versus commissioner-initiated termination It is worth being precise about the distinction, because the two are often conflated. Most GMS and PMS contract terminations are not automatic at all: they follow a process of remedial notices, breach notices, and ultimately a termination notice issued by the commissioner, all of which involve an element of judgment and a right of challenge. True automatic termination, where the contract simply ends by operation of the regulations without any separate decision being needed, is reserved for a narrower set of circumstances, principally where the contractor ceases to be capable of holding the contract at all. We cover the broader breach and remedial process in Are You in Breach of Your GMS or PMS Contract? and the underlying contract types in NHS GP Contracts Explained: GMS, PMS and APMS. This article focuses specifically on the automatic and immediate termination grounds, and the practical steps that reduce the risk of triggering them unintentionally, an area that sits at the heart of our NHS regulatory compliance work for GP practices. The legal grounds for immediate termination The grounds on which a commissioner may terminate a GMS contract with immediate effect are set out in Schedule 3, Part 8 of the National Health Service (General Medical Services Contracts) Regulations 2015 (SI 2015/1862), principally paragraphs 65 to 69, 70(4), 70(6) and 71. The equivalent grounds for PMS contracts are set out in Schedule 2, Part 8, paragraphs 52 to 65 of the National Health Service (Personal Medical Services Agreements) Regulations 2015 (SI 2015/1879). Taken together, these cover: Where none of these grounds apply, commissioners generally cannot terminate a contract on the spot. Most contractual problems, missed CQC standards, service delivery issues, minor breaches, instead go through the remedial notice process: a written notice setting out the breach and the steps required to fix it, with a minimum of 28 days to comply unless there is a risk to patient safety or material financial loss to the commissioner. Where a breach cannot be remedied because it relates to a specific past event, a breach notice is used instead, requiring the contractor not to repeat it. Repeated or unresolved breaches can eventually lead to a termination notice, but that is a decision taken by the commissioner, not an automatic consequence. Commissioners also have a middle option, contract sanctions, short of full termination: termination of specified reciprocal obligations, suspension of specified obligations for up to six months, or withholding or deducting money otherwise payable, none of which can affect the delivery of, or payment for, essential services. What happens when a partnership dissolves: the Bhat case The most common source of confusion, and litigation, around automatic termination concerns what happens to a GMS contract when a GP partnership dissolves. This was addressed directly by the High Court in Bhat v NHS Litigation Authority [2024] EWHC 375 (Admin), a judgment handed down on 22 February 2024. The case concerned a GP partnership without a written partnership agreement, a “partnership at will”, where two equity partners served a dissolution notice on a third, salaried partner who was no longer actively involved in the practice. The remaining partners immediately formed a new partnership and continued trading under the same name. The dispute centred on whether that dissolution automatically terminated the underlying GMS contract, since the contract had technically been held by the dissolved partnership. The High Court held that it did not, in these circumstances. The regulations make clear that a GMS contract is held “with the partnership as it is from time to time constituted”, meaning partners can join and leave without the contract itself coming to an end, provided service delivery continues uninterrupted. The Court drew a distinction between a “general” dissolution, where the underlying business is genuinely wound up, and a “technical” dissolution, where the partnership as a legal construct changes but the practice carries on without interruption. Only the former was found capable of bringing the GMS contract to an end. The Court also confirmed that a partnership change of this kind can happen without the consent of all partners, or of the commissioner, so a partnership dispute does not by itself prevent a technical dissolution from occurring. This is a significant clarification, but it is not a green light to treat partnership disputes casually. The distinction between a technical and a general dissolution is not defined in statute, only in case law, which means it remains fact-sensitive and open to further litigation as it is tested in future cases. The judgment also highlighted, rather than resolved, an important divergence between GMS and PMS contracts: a GMS contract is generally held by the partnership as constituted from time to time, whereas a PMS contract is personal to the individuals who signed it, meaning the impact of a dissolution on a PMS contract could be treated quite differently. Practical steps to protect contract continuity Risk area Practical step No written partnership agreement Put a formal, signed partnership agreement in place setting out clearly how partners may join and leave without dissolving the partnership Property and partnership interests intertwined Document surgery occupation arrangements separately and clearly, since disputes over premises frequently sit at the heart of partnership breakdowns Two-partner practices Recognise that a two-person partnership is generally unable to continue as a partnership if one partner leaves, and understand the separate rules that apply to becoming a GMS single-hander Contractor eligibility Monitor performers list

Employing staff through the Additional Roles Reimbursement Scheme (ARRS) does not transfer the legal risk of that employment to the primary care network (PCN). Whichever practice or organisation holds the contract of employment carries full responsibility for redundancy, sickness, disciplinary and grievance processes, maternity leave, pension obligations, and TUPE liability, even where the PCN, not the practice, controls how that staff member is deployed day to day. This gap between who controls the role and who carries the legal liability for it is the single biggest source of ARRS-related disputes we see. It has become more pressing, not less, since the 2026/27 Network Contract Directed Enhanced Service (DES) formally opened up direct practice-level employment of ARRS staff alongside the traditional PCN, federation, or lead-practice models. More practices are now considering bringing ARRS roles in-house, and more are discovering the legal exposure that comes with it. This post sets out where the main traps sit and how to structure your way around them. Why ARRS Employment Is Structurally Different A PCN is a contractual construct, not a separate legal entity, so it cannot itself hold an employment contract. Every ARRS role therefore has to be employed by someone else on the PCN’s behalf: a nominated lead practice, a joint employer arrangement between member practices, a GP Federation or other third party under a sub-contract, or, since 2026/27, a Core Network Practice employing directly under the updated DES terms. Whichever model is used, the underlying tension is the same: the staff member typically works across multiple practices or is deployed at the direction of the PCN, while UK employment law was built around a single employer with a single, identifiable set of obligations to a single employee. That mismatch is what creates the traps. Responsibilities that would sit automatically with one employer in a normal working relationship (recruitment, day-to-day management, HR processes, cover arrangements, redundancy, and restructuring) have to be deliberately allocated between the PCN and its member practices. If that allocation is not written down clearly, the default legal position, that the employer carries the liability, applies regardless of what was informally understood or intended. The Main Legal Traps 1. Redundancy and funding-dependent roles ARRS reimbursement is not guaranteed indefinitely, and roles are sometimes structured on fixed-term contracts described as “subject to available funding” rather than on a permanent basis, a practice the Royal College of Nursing has specifically flagged as creating unstable employment for staff in ARRS roles. From the employer’s side, the risk runs the other way: if a PCN decides to reduce or reallocate a role, the practice that holds the employment contract still has to run a fair redundancy or restructuring process. A change in PCN funding priorities is not, by itself, a shortcut around normal redundancy law. 2. TUPE on transfer between employers Where ARRS roles move between employers, for example from a GP Federation to a Core Network Practice under the new 2026/27 direct employment route, or where deployment is restructured in a way that amounts to a service provision change, the Transfer of Undertakings (Protection of Employment) Regulations 2006 are likely to apply. TUPE automatically transfers the affected employees, on their existing terms, to the new employer, along with accrued liabilities. Dismissing an employee for a reason connected to the transfer itself is automatically unfair. Practices restructuring ARRS employment arrangements, including bringing previously federation-employed staff in-house, need to assess TUPE at the planning stage, not after the change has already happened. 3. Fragmented governance across multiple practices Where an ARRS employee works across several practices in a PCN, questions about who line-manages, who signs off leave, who conducts appraisals, and who handles a performance or conduct issue can become genuinely unclear without a written agreement. This is not a hypothetical risk. In our experience, disciplinary and grievance matters involving shared ARRS staff are where governance gaps surface fastest, precisely because more than one practice has an interest in the outcome but only one holds the actual employment contract. 4. PCN fragmentation and exit If a practice employs ARRS staff on behalf of the PCN and another member practice later leaves the network, or the PCN’s structure changes, the employing practice can be left holding redundancy and salary liabilities created by a decision it did not make and may not have agreed to fund. Without a clear written agreement allocating that risk in advance, the default position is that the employing practice bears it alone. 5. Absence cover that ARRS does not fund ARRS reimbursement does not automatically cover the cost of providing cover for an absent member of staff. Unless practices have agreed in advance who provides and pays for cover during sickness or leave, the default position is that there is none, which can leave a practice short-staffed with no funded route to plug the gap. What the 2026/27 Changes Mean in Practice For 2026/27, NHS England confirmed that ARRS roles may be employed by the PCN, by a Core Network Practice, or through another provider with commissioner approval, giving practices a clearer legal footing for direct employment than existed previously. Reimbursement ceilings have also risen substantially, with the maximum reimbursement for an ARRS GP (salary plus on-costs) increasing to £152,900 outside London and £155,698 including London weighting, up from around £105,000 in 2025/26, and the previous restriction limiting ARRS GP roles to those within two years of their Certificate of Completion of Training has been removed entirely. PCNs can now also recruit non-direct patient care roles, such as PCN managers, data analysts, and digital transformation leads, from ARRS funding, subject to commissioner agreement. These changes make direct practice employment more financially attractive, but they do not remove the underlying legal complexity. If anything, as more practices bring ARRS roles in-house, more practices are taking on employer liability for the first time without necessarily having the HR and payroll infrastructure in place to manage it. Documents That Should Be in Place Document What it should cover PCN Agreement / Workforce Sharing Agreement

A GP surgery building does not have to be held inside the medical partnership, and in many practices it is better if it is not. Whether the property counts as “partnership property” under section 20 of the Partnership Act 1890, or is held separately by some or all of the partners as co-owners outside the partnership, changes who has a say over it, how it is taxed, and what happens to it when the medical partnership itself changes shape. Our commercial property and partnership teams are regularly asked to unpick this after the fact, when it would have been far simpler to set up correctly from the outset. This is a decision every property-owning GP practice makes, whether deliberately or by default. If nothing is documented, the default statutory position under the 1890 Act applies, and that default position is rarely what a group of GPs with different levels of investment and different retirement timelines would actually choose if asked directly. What “Partnership Property” Actually Means Section 20 of the Partnership Act 1890 defines partnership property as anything originally brought into the partnership or acquired on account of the firm, and it must be held and applied by the partners exclusively for partnership purposes, in accordance with the partnership agreement. If the surgery building is partnership property, every partner has an interest in it that rises and falls with their partnership share, not a fixed, standalone share in the bricks and mortar. Section 20(3) of the same Act deals with a different scenario: where co-owners of land are partners only as to the profits generated from using that land, not as to the land itself, further property bought with those profits belongs to them as ordinary co-owners in their original proportions, not as partnership property, unless they agree otherwise. This is the legal basis for the structure many GP practices actually use in practice: a separate property-owning arrangement that sits alongside, but is legally distinct from, the medical partnership that holds the GMS contract. Two Structures, Compared Feature Building held as medical partnership property Building held separately (co-ownership / declaration of trust) Who has a share Every partner, automatically, in line with their partnership share Only the partners who actually invested, in whatever proportions were agreed What governs it The main partnership deed, often as a minor clause among many others A dedicated declaration of trust setting out valuation, decision-making and exit terms specific to the property Effect of a partner joining New partner’s property interest is whatever the deed says, but the deed may not have been updated to reflect actual buy-in arrangements New partner buys in (or not) separately, on terms set at the time, without disturbing the wider partnership deed Effect of a partner retiring Falls away with their partnership share unless the deed specifically preserves it Retiring partner can retain their property interest independently of leaving the medical partnership, if the trust deed allows it Risk if documentation lapses All property provisions can fall away if the partnership deed is not kept current Property terms are ring-fenced in their own document, less exposed to drift in the main deed Why Many Practices Use a Separate Declaration of Trust In our experience, minimal property provisions tucked into a wider partnership deed cause more disputes than they prevent. A dedicated declaration of trust tends to work better for several concrete reasons: The Tax Position You Need to Check Either Way How the building is held changes the tax analysis in two areas that HMRC scrutinises closely for GP practices: Capital Gains Tax. Partners are treated as owning a fractional interest in each partnership asset. Moving the building’s ownership structure, for example from full partnership property into a separate co-ownership arrangement, can itself be a disposal for CGT purposes for some or all of the owners, depending on how the change is implemented. Stamp Duty Land Tax. Schedule 15 to the Finance Act 2003 sets out special SDLT rules for partnerships, including transfers of land into a partnership, between partners, and out of a partnership on retirement. These rules can produce relief in some scenarios and a full charge in others depending on the consideration given and the connected-persons position, and HMRC has increasingly queried SDLT exemptions claimed on GP surgery property transactions. Any restructuring of how the building is held should be checked against Schedule 15 before it happens, not after the transfer has completed. NHS Reimbursement Does Not Care How You Structure Ownership Internally, But It Does Care Who Owns It The NHS (General Medical Services – Premises Costs) Directions 2024 pay notional rent to a contractor that owns its premises, and leasehold rental costs where the contractor rents from a landlord. NHS England is not concerned with the internal mechanics of your declaration of trust, but it is very much concerned with who the legal and beneficial owners are, because that determines which reimbursement route applies and whose consent is needed for lease and rent review decisions. Getting the internal ownership structure and the external-facing lease or notional rent position aligned is essential, and we cover the reimbursement mechanics in full in GP Surgery Leases: Why They’re Different from Ordinary Commercial Leases. How This Connects to Retirement and Liability Risk The structure you choose now shapes two problems you will meet later. First, if a partner retires and wants to keep a property interest, a separate declaration of trust makes that considerably easier to accommodate cleanly than unpicking a share embedded in the main partnership deed; we cover the retirement mechanics in Retaining Your Property Share After GP Retirement. Second, unclear or outdated property provisions are a recurring driver of the ‘last man standing’ problem, precisely because nobody is sure who is actually still on the hook for the building. What This Means for Your Practice If your surgery building is currently dealt with in a couple of paragraphs inside your main partnership deed, it is worth asking your solicitor to review whether a dedicated