Massage & Bodywork

November/December 2010

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• A personality analysis of each therapist to ensure that all are compatible. • The assurance that each entity will be better off after the merger. BRINGING IT TOGETHER A successful merger takes time and money to put into motion. Six to 12 months is the norm for this process. There must be a demonstrated commitment from all parties. The larger the number of participants, the more complicated the process. You will need a good accountant, lawyer, and a business analyst qualified to value professional practices, and, depending on the number of prospective partners, perhaps a facilitator to get everyone to agree and tie it all together. When you start out with good resources for this analysis, the process can be quite expensive. But many prospective mergers don't happen because the participants lack sufficient guidance to plow through and resolve the decisions head-on, or they feel uncertain the end result is worth the up-front costs. Don't be too disappointed or surprised if some of the pending merger partners fall out along the way. TYPE OF ORGANIZATION Your lawyer will render qualified advice applicable to your particular situation, but there are several ways your combined practice could be organized. The most common is the incorporated or unincorporated partnership. Frequently this is expanded whereby each therapist (assuming that your state will permit it and most do) forms a professional corporation and that professional corporation becomes the partner. Either way, each partner remains responsible for their individual income tax, outstanding or pending liability claims, and anything connected with the past performance and conduct of an individual practice. An alternate route is to have the senior therapist (the one with the most valuable practice in assets and goodwill) form an incorporated company (if it does not already exist), and have all other participants in the merger contribute their respective equities for shares in this corporation. From there you could form a limited partnership, with the senior partner acting as the general partner and all others being limited partners. This works well where there is a significant gap between the contributed value of the senior partner's practice connect with your colleagues on massageprofessionals.com 71

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