The practice is the asset
Buyers will examine how the practice's earnings and patient relationships are likely to hold up after you leave, and what it will cost to replace the clinical and management work you do. Where the practice depends heavily on your continued involvement, that dependence can affect the offer, the conditions attached to payment and the length of your post-sale commitment.
Normalised EBITDA should reflect the cost of replacing your clinical and management work, alongside adjustments for personal expenses, one-off items and related-party arrangements. This establishes the earnings the practice could sustain under new ownership and gives both parties a basis for discussing price.
Ask your accountant to distinguish the income you receive for working from the return you receive for owning. Then review what happens to each as you reduce sessions. If another GP replaces your clinical work but you continue managing the practice unpaid, you retain a job the successor will eventually need to resource.
The three paths
Internal succession means an existing GP, associate or partner acquires your interest. You might transfer ownership at once or agree a staged purchase. The prospective owner needs to assess the business, arrange finance and decide whether they want the management responsibilities. Working in the practice gives them clinical familiarity, but they still need access to the financial and contractual information an outside buyer would examine.
An external sale introduces a buyer from outside the ownership group. That could be another doctor, an established GP group or a corporate operator. You need to agree how much you will work after settlement, who will manage the practice and when you can stop. Selling your shares or business does not necessarily end your consulting commitment on the same date.
Closure remains an option if you cannot find a successor or agree on a workable sale. You may also choose it after examining the alternatives. In that case, arrange patient handover and records management with your indemnity provider, and ask your advisers to establish your obligations to employees, the landlord and other contracting parties. Consider closure while you still have time to organise it.
Internal succession and external sale
In his buyer selection article, Chris Mitchell (2026) describes the continuity an internal successor can offer: existing relationships with patients and staff, knowledge of the practice and the possibility of a gradual handover. The buyer's ability to fund the purchase can limit what the owner receives at settlement and extend the time over which they receive the balance.
Mitchell also notes that corporate buyers often offer higher headline prices and shorter transaction periods. He qualifies that comparison with the conditions attached to payment. An earnout depends on post-settlement performance. A GP retention condition may reduce the proceeds if doctors leave. A higher offer with those conditions can produce less than an offer with fewer conditions.
Compare the options against your own retirement plans. Establish how much you need at settlement, how long you are prepared to keep consulting and how much uncertainty you can accept about later payments. Record your priorities for staff, patient continuity and the practice name. Ask each prospective buyer how they would meet those priorities and have your advisers examine the proposed commitments.
The seller page explains the two ways to sell through Proxeno. When choosing between internal succession and an external sale, also consider the work and obligations you would retain after either transaction.
Vendor finance and staged equity
Vendor finance means the buyer owes you part of the purchase price after settlement. You receive an agreed amount upfront and lend the balance to the buyer under documented terms. You therefore remain exposed to the buyer's ability to pay after they take control of the business.
In his article on structuring internal sales, Adam Mazzaferro (2026) explains how vendor finance and staged equity can help an incoming GP who cannot fund the whole purchase at once. With staged equity, the buyer acquires ownership in portions. The parties need an agreed method for pricing later portions and a way to handle a purchase that doesn't proceed as expected.
These arrangements involve different decisions. Under vendor finance, you need advice on repayment terms, security and what happens if the buyer defaults. Under staged equity, you may remain a co-owner and need to agree on decision-making control, profit distribution and how either party can leave.
Ask your accountant to assess the proposed payments against your retirement needs. Ask your lawyer to document your rights if payments stop or a later purchase does not proceed. Specify separately any consulting or management work you will continue doing and how you will be paid for it.
Planning two to three years ahead
Allow two to three years to prepare, if your intended retirement date permits. Use that time to establish the financial position, test a succession option and reduce the work that depends on you. The amount you need will depend on the practice's condition and whether a successor is available.
Buyers and their financiers generally examine two to three years of financial results. Appointing a manager, recruiting a replacement GP or changing the operating model takes time to establish a performance record. Evidence of the associated costs and subsequent earnings helps demonstrate how the practice is likely to perform after your departure.
Start the succession conversation early enough for a prospective owner to investigate finance and decide whether ownership suits them. In their study of registrars in the ACT and southeastern NSW, Liedvogel, Haesler and Anderson (2013) identified barriers including insufficient business knowledge, workload and finance. The study focused on the regional cohort at the time. It supports asking about more than a doctor's interest in taking over your consulting room.
Discuss the tax consequences of your proposed exit with your own accountant before agreeing a structure or date. Ask them to consider the ATO's small business CGT concessions in your circumstances.
What goes wrong
Practices close before a successor takes over. RACGP newsGP (2023) reported 184 closures and 110 openings in the most recent year of data supplied by responding PHNs. The data was incomplete and does not establish a national annual closure rate. It also described a regional NSW practice announcing closure after 43 years. An associate cited two doctor retirements and income that left too little after overheads. Identify who could replace your work before committing to a retirement date.
The intention never becomes an agreed transaction. In his account of internal buyout failures, Mitchell (2026) describes informal discussions that continue for months before the parties document the terms. A shared intention to transfer ownership leaves price, timing and obligations unresolved. Ask your lawyer to review existing partnership or shareholder agreements and document the proposed succession while both parties still have time to resolve disagreements.
The incoming GP cannot finance the purchase. Liedvogel, Haesler and Anderson (2013) identified finance as a barrier to ownership in their registrar study. Mazzaferro (2026) describes staged equity and vendor finance as possible responses to a funding gap. This establishes what the buyer can fund before relying on full payment at settlement. Any deferred arrangement must fit your retirement finances and the buyer's capacity to pay.
The buyer cannot rely on patients staying. In his article on owner dependency, Mitchell (2026) describes buyers examining how much of the practice's income and patient relationships depend on the departing owner. A sale agreement cannot make patients continue attending. Discuss the handover with the GPs who will remain, document the responsibilities they will assume and give patients time to establish care with another doctor.
Patients, staff and records
Avant's retirement guidance (undated) addresses notice to patients, staff and relevant authorities, continuity of care and the transfer or storage of medical records. Check the requirements that apply to your state or territory and your existing agreements with your indemnity provider and lawyer.
Plan who will tell patients, when and how they can arrange continuing care. Confirm who will handle records requests after you leave and how you will obtain access if you later need it for a complaint or claim. Ask your indemnity provider about cover after retirement.
For staff and the GPs who remain, agree who will explain the ownership change and their proposed arrangements. Mazzaferro (2026) describes the need to document continuing consulting arrangements and address employee entitlements in the transaction. Include your own planned withdrawal from clinical and management duties in those discussions, so colleagues know which responsibilities they are accepting.
Where to start
Start with the business acuity assessment to review how the practice operates. Identify which decisions, relationships and duties still depend on you, then assign the preparation work to someone with the authority and time to complete it. Your accountant can address the financial position and your lawyer can review ownership and contractual arrangements.
When the practice is in shape, use the sale readiness check to identify the remaining gaps before approaching buyers. The sale process page covers the steps and documents involved in a sale.
Proxeno prepares practices for sale and matches them to buyers using the GP Zoo dataset. It works for one declared side in each transaction and agrees fixed fees before work starts. If you are considering a sale as part of retirement, you can register your practice with the timeframe you are considering.
Proxeno is an initiative of Medius Global. Proxeno is a matchmaker, not a broker, and does not provide valuations. Your accountant or an independent valuer undertakes the valuation.