Solutions for
medical entities and doctors

Transformation and succession of primary healthcare

– how to ensure continuity and stability of the facility?

Running a Primary Health Care (POZ) as a sole proprietorship (JDG) is a popular solution, but it is associated with significant challenges, especially in the context of succession and continued operation of the facility. After the owner's death, the business can be run by the heirs only for a maximum of two years under the succession management. After this period, the succession management usually expires, which means that a decision must be made about the future of the clinic.

Two years is a very short time to complete formalities and negotiations with the National Health Fund (NFZ). During this period, the heirs must determine whether and in what form the clinic will continue to operate, and take care of securing contracts and continuing operations.

Transforming a sole proprietorship into a company – a way to ensure the stability of primary healthcare

In order to ensure the continuity of services and the functioning of a medical facility, it is worth considering transforming a sole proprietorship into a limited liability company. This form of business allows the continuation of the operation of the primary healthcare facility without the risk of its expiration in the event of the death of the owner.

The transformation requires taking into account a number of aspects, such as:

Ownership structure – the ownership model should be adapted to the needs of the current owner and plans for the future of the facility.
Succession issues – if POZ is to be transferred to the family, it is worth working out legal solutions that will allow for a smooth transfer of management.
Development and financing – transformation into a company enables easier use of debt financing and planning of further development of the clinic.
Organisational structure – transformation allows for the development of appropriate management processes and the introduction of mechanisms that will facilitate future ownership changes.

In the case of a larger scale of operations and having other assets, it is also worth considering a family foundation as a form of ensuring the long-term stability of the facility and its continued operation.

Benefits of transforming POZ into a company

Running a POZ as a JDG may involve limitations in terms of development and management. Transformation into a company gives the opportunity to:

Maintaining business continuity – the facility does not cease upon the death of the owner, and its activities can be continued by family or partners.
Simplification of management – the company enables a better division of responsibilities and the introduction of a more transparent organizational structure.
Capital raising opportunities – greater flexibility in debt financing and investment in clinic development.
Adaptation to future changes – enables smooth introduction of new people to the management of the facility, both within the family and external specialists.

Transformation planning – the key to success

The process of transforming a JDG into a company requires careful planning and analysis of the individual needs of both the owner and the facility. Our advice in this area includes:

Analysis of the assets held by the owner, including real estate, equipment, intellectual property rights, licenses and other assets used in the primary healthcare activities, but also those owned by the owner but not used to conduct business.
Analysis of the owner's plans – both in the context of succession and the future of the entity's operations.
Consideration of different models – taking into account both primary healthcare activities and other owner ventures.
Analysis of contracts with the National Health Fund – in order to ensure smooth transition to the new form of activity and secure further financing.
Proposed ownership structure – to ensure efficient management of the facility in the long term and to address succession plans.

A properly implemented change of the legal form of primary healthcare allows not only for effective management of the facility, providing new opportunities, but also its development, stability and elimination of the risk associated with succession.

Piotr Taras LL.M.
Partner, Attorney-at-law

Anna Zagierska
Attorney-at-law