If you are a veterinarian who owns or co-owns a practice, then estate and business succession planning is an essential strategy to protect your assets, ensure your patients’ continuity of care, and provide for your family and staff. At its core, estate planning is about ensuring that your wishes are honored if you become incapacitated or pass away, while also minimizing the administrative burden and tax consequences for your loved ones. Business succession planning means preparing for the eventual transition of your practice’s ownership and management.
What’s in Your Estate?
For veterinarians, estate planning often goes beyond the basics of wills and powers of attorney. It might include trusts to manage or transfer specific business interests, plans for the care of personal pets, and strategies to avoid probate, which can (depending on the state of residence) be a lengthy, expensive and public process.
A practice owner’s well-crafted estate plan typically includes a will, which directs the distribution of assets upon death. Many veterinarians also establish revocable living trusts, which can hold assets during a lifetime, allowing for a smoother transition upon incapacity or death and avoiding probate. Durable powers of attorney and advanced health care directives are critical for ensuring that someone trusted can make financial, legal and medical decisions if you are unable to do so. If you have minor children or dependents, guardianship provisions are essential.
What sets veterinarians apart from many other business professionals is the need to address the practice’s future. A thriving hospital’s value can quickly erode if the owner is suddenly unable to work and lacks a clear plan. Clients may leave, staff might seek other employment, and the goodwill built over the years can dissipate.
Ensuring Continuity and Value
Business succession planning is not just about retirement; it also covers the unexpected, such as death, disability and a sudden decision to leave the veterinary profession. A robust succession plan ensures your practice continues to serve clients, support staff and maintain the business’s value, regardless of what the future holds.
The first step in succession planning is to define the triggering events that will prompt a transition. They may include a planned retirement, an abrupt incapacity or even a strategic decision to sell the practice. Once you identify those events, your next step is to establish procedures for selecting and training your successors. At practices with multiple owners, this phase might involve buy-sell agreements that dictate how ownership interests are valued and transferred. For sole practitioners, it may mean identifying an associate veterinarian or external buyer who can step in.
Valuing a practice is a nuanced process that typically combines elements of the asset, income and market-based approaches. Leading valuation firms often rely primarily on the income approach, applying a capitalization rate to normalized earnings to estimate a fair market value. This method reflects the earning potential of the practice and is widely accepted by banks, buyers and industry professionals.
The chosen valuation method has meaningful implications, especially tax-related, for the buyer and the seller. Because of those complexities, both sides should work with experienced veterinary valuation professionals to ensure a fair, well-documented and defensible assessment.
Buy-sell agreements are a critical component of succession planning. These legally binding contracts set out the terms under which ownership interests can be bought or sold, including pricing formulas, payment terms and restrictions on transfers. They provide certainty and help prevent disputes among owners, heirs and potential buyers.
Shielding What Matters Most
Practice owners face significant liability risks, from malpractice claims to employee disputes and contractual issues. Asset protection is about structuring your personal and business affairs to minimize the chance that a lawsuit or creditor claim could jeopardize your hard-earned possessions.
One of the most effective tools for asset protection is the use of trusts. Revocable trusts offer flexibility and control but do not provide creditor protection, while irrevocable trusts can shield assets from certain claims but require relinquishing control. For many veterinarians, a combination of trusts balances these competing interests.
Insurance remains a cornerstone of asset protection. Malpractice insurance is a must, but you should supplement it with general liability, property and umbrella policies to provide layers of protection against a wide range of risks.
Additionally, veterinarians often structure their practices as professional limited liability companies (PLLCs) or professional corporations to separate personal assets from business liabilities. In some cases, real estate and expensive equipment are held in separate entities and leased to the practice, further insulating them from operational risks.
You should strike a balance when protecting your assets. Complex structures can be expensive to maintain and might attract unwanted scrutiny, while simplistic approaches can leave significant gaps. The key is to work with experienced advisers who understand the risks facing veterinarians and can tailor solutions accordingly.
Selling the Practice
When the time comes to transition out of practice ownership, veterinarians generally face two options: selling to a third party or to associate employees. Each approach has distinct advantages, challenges and implications for the seller, practice and broader community.
Selling to a third party often involves external buyers, such as private equity firms, corporate consolidators or independent veterinarians. These transactions can yield a higher sale price and may offer the owner a faster exit, particularly when well-capitalized consolidators are involved.
Third-party deals also come with risks. With a corporate buyer, a significant culture shift can occur as the new owner implements new management styles or policies. Staff and clients may feel uncertain about the future, leading to attrition.
Selling to an independent veterinarian often allows for more continuity in the practice’s day-to-day operations but may deliver a lower purchase price or more flexible financing terms.
Regardless of the buyer, negotiations can be complex, especially when the purchaser is a sophisticated entity familiar with mergers and acquisitions. Regulatory issues, such as state corporate practice of medicine (CPOM) laws, must be navigated, particularly if the buyer is not a licensed veterinarian.
On the other hand, selling to associate employees offers a more gradual and often smoother transition. Associates are familiar with the practice’s culture, clients and operations. This approach can preserve your practice’s legacy and provide continuity for staff and clients. However, it is not without challenges. Associates may lack the financial resources to purchase the practice outright and might require creative financing solutions or phased buy-ins. The risk of a failed transition also exists, potentially straining relationships and jeopardizing the practice’s stability.
From a legal and regulatory standpoint, sales to associates are often more straightforward, as the buyers are typically licensed veterinarians. Even so, the transaction should be carefully structured to balance the interests of both parties and ensure that key provisions, such as noncompete, nonsolicitation and confidentiality clauses, are addressed.
Hurdles and Issues
Veterinarians and their advisers must navigate a range of challenges in estate and business succession plans. The corporate structure, whether an PLLC, corporation or partnership, has significant implications for succession planning, tax efficiency and asset protection. Outdated or poorly drafted organizational documents and shareholder or operating agreements can hinder a smooth transition. Review and update them regularly.
Tax planning is an integral part of the process. Minimizing estate and income taxes through trusts, gifting strategies and carefully structured sales can preserve more of the practice’s value for the owner and heirs. Liquidity is another concern, as estate taxes might be due shortly after death, potentially forcing a distressed sale if sufficient funds are not available.
Asset protection must be integrated into estate and succession planning. It includes not only shielding assets from professional liability and creditors but also ensuring the chosen business structure does not inadvertently trigger adverse tax consequences or regulatory scrutiny.
Regulatory and legal hurdles are particularly significant in the veterinary industry. CPOM laws, which vary by state, can restrict who may own and operate a veterinary practice. They are especially relevant in sales to private equity or nonveterinarian buyers, who may need to use management services organizations or other creative structures to comply with the law. Ensuring that all agreements are properly drafted and enforceable is essential in protecting the practice’s value.
Best Practices and Recommendations
Constructing the most successful estate and business succession plans start early, ideally several years before an anticipated transition. This step allows time to identify and train successors, optimize tax and legal structures, and communicate with all stakeholders.
A team approach is essential. Veterinarians should work closely with legal, tax, financial and practice management advisers who understand the veterinary industry. Education and communication are also key. Inform your associates and staff and, when appropriate, involve them in the planning to ensure a smooth transition and to maintain morale.
All options should be considered, from an outright sale or a merger to internal succession or employee ownership. The chosen approach should be tailored to your personal and business goals.
PAYING THE GOVERNMENT
Tax implications are a significant consideration for practice owners, whether they sell to a corporate entity or an associate veterinarian. The sale structure, which could involve assets or stock, will determine the tax treatment for the seller and the buyer. Asset sales may result in higher taxes for the seller but offer the buyer a step-up in basis, while stock sales can be more tax-efficient for the seller but less attractive to the buyer. Phased buy-ins, often used in associate sales, can spread tax consequences over several years and provide greater flexibility.