Buying Into a Texas
Professional Practice.
The day you buy in is the best day you will ever have to negotiate how you get out. Lone Star Counsel reviews and negotiates buy-ins for Texas physicians, dentists, veterinarians, CPAs, and other licensed professionals — price, buyout terms, non-competes, guarantees, and tax structure — before you sign.
The information on this page is general information about Texas law and is not legal, tax, accounting, or financial advice. Reading this page or contacting the firm does not create an attorney-client relationship. An attorney-client relationship is established only through a written engagement agreement signed by the client and the firm. Prior results do not guarantee a similar outcome. Attorney Advertising — Pratt Law Group, PLLC d/b/a LONE STAR ★ COUNSEL.
Licensed professionals becoming owners.
Each profession has its own licensing, ownership, and covenant rules. The buy-in documents should reflect them.
- Physicians
- Associates buying into medical groups, specialty practices, and ambulatory or imaging ventures.
- Dentists & orthodontists
- Associate-to-owner transitions, partial buy-ins, and practices with separate real-estate entities.
- Veterinarians
- Buy-ins to independent hospitals and practices weighing corporate-group offers.
- CPAs & financial professionals
- Partner admissions, capital accounts, and retirement-benefit obligations to senior partners.
- Other licensed professionals
- Engineers, architects, therapists, and other professions organized as PLLCs or professional associations.
What we review in a buy-in.
A buy-in is rarely a single purchase. We review every entity and every document you are signing into.
- Every governing document
- Company Agreement or bylaws, existing buy-sell agreement, employment agreement, building lease, and the documents for any real-estate, equipment, or management entity you are also buying into.
- The valuation formula
- How hard assets, receivables, and goodwill are valued; whose compensation is normalized; and whether the same formula applies when you leave.
- Payment terms
- Cash at closing, a promissory note, or reduced compensation over time — and what happens to unpaid amounts if you depart early.
- Buyout triggers
- Death, disability, retirement, voluntary departure, termination for cause, loss of license, and divorce — each with its own price and timing.
- Buyout funding
- Life and disability buyout insurance, who owns the policies, and whether the practice can actually afford its obligations.
- Restrictive covenants
- Non-competes and non-solicits reviewed against current Texas law, including the 2025 limits on physician and health-care covenants.
- Personal guarantees
- Lines of credit, equipment loans, and leases — the cap, whether liability is joint and several, and release on exit.
- Control and compensation
- Voting thresholds, who sets compensation, admission of new owners, and deadlock procedures.
- Tax structure
- Equity purchase, personal goodwill, or compensation-based vesting — modeled at entry and at exit with your CPA.
Practice buy-in questions.
Plan your buyout before you sign.
Nearly 30 years as both an attorney and a CPA — reviewing the legal, tax, and valuation sides of a buy-in together.
LONE STAR ★ COUNSEL is a dba of Pratt Law Group, PLLC. This page is general information, not legal advice.