Buying or Selling a DPC Practice in 2027 (What Transfers and What Doesn't)

How Do You Buy or Sell a DPC Practice?

Buying or selling a direct primary care practice comes down to three things, agreeing on what the membership business is worth, deciding exactly what moves to the buyer, and taking care of members along the way. The price rests on recurring membership revenue, how long members stay and how much of the practice depends on the founding physician. Patient records can move to a buyer under HIPAA's rules for a sale of a practice, but member agreements, a Medicare opt-out and a DEA registration don't simply pass along. Noncompetes are mostly a question of state law in 2027, because the FTC's nationwide ban never took effect and the FTC formally removed it in February 2026.

This guide walks through each piece in the order a deal tends to raise it, and links the rules it cites to the statute, regulation or agency page they come from. It is general information, not legal, tax or financial advice. A practice sale touches contracts, health privacy, licensing and taxes at once, so both sides should have their own health care attorney and CPA, and a valuation professional where the price is in question.

If you are on the buying side because you want to own a DPC rather than build one, our 2027 guide to starting a DPC and the DPC startup financing guide are useful for comparing the two paths.

What Transfers in a DPC Practice Sale (and What Doesn't)

A deal is easier to plan once you sort the practice into what a buyer can take over, what needs a fresh signature, and what stays personal to the physician who earned it.

How Much Is a DPC Practice Worth?

A DPC practice's revenue looks different from a fee-for-service clinic's. Instead of a stream of claims, the buyer is looking at a list of members who pay every month and could leave on short notice. That makes three questions matter more than anything else.

First, how much recurring membership revenue does the practice collect after refunds, failed payments and discounts, and what does it cost to run? Second, how long do members stay? A practice with steady retention and a clear record of why members leave is easier to price than one where nobody has tracked it. Our guide to DPC patient retention and churn covers how to measure that, and the DPC metrics to track guide lists the numbers a buyer will ask for.

Third, how much of the practice would leave with the founder? Members of a DPC sign up with a physician they know by name, so a buyer will want to know how many members have met anyone else on the team. Goodwill that rests on one person's relationships is harder to sell than goodwill that rests on a team, a location and a way of working.

What a buyer looks at besides revenue

Scale gives some context. The AAFP's direct primary care page, citing its 2026 DPC data brief, reports an average panel of 504 patients in 2025, up from 402 in 2024, across all its survey respondents, 53% of them practicing in DPC. It is a rough reference point, so judge how much room a panel has to grow before a second clinician is needed from this practice's own hours, visits and messages. Our guides to break-even panel size and when to hire a second DPC physician go deeper on that.

A buyer will also look at employer contracts and how much of the revenue they account for, the lease and its remaining term (see our DPC office space guide), equipment and any dispensing inventory, and the state of the practice's records and systems.

We looked for published sale prices or valuation multiples for DPC practices from a primary source and found none. The figures that turn up in a web search come from brokers' and valuation firms' marketing pages, so we have left them out. A fair approach is for each side to hire its own valuation professional who will explain the method used, and for the price to be tested against the practice's own numbers rather than a rule of thumb.

Asset sale or equity sale

Several of the legal questions below depend on whether the buyer purchases the practice's assets or the ownership interest in the entity that runs it. In an equity sale the entity keeps its contracts, so assignment clauses matter less, but the buyer also takes on the entity's history. In an asset sale the buyer picks what it takes, and contracts have to be assigned or re-signed. Our PLLC vs LLC guide explains the entity choices that shape this.

For an asset sale of a trade or business, the IRS Form 8594 instructions say that generally both the purchaser and the seller must file Form 8594 with their income tax returns for the year of the sale. The form allocates the price across asset classes, with section 197 intangibles in Class VI and goodwill and going concern value in Class VII. Under 26 U.S.C. 197, a buyer amortizes those intangibles, including goodwill, customer-based intangibles and a noncompete signed in connection with buying a business, over 15 years. How the price is split changes the tax result for both sides, so it is a conversation for each side's CPA before the agreement is signed.

What Happens to Member Agreements When a DPC Is Sold?

A membership agreement is a contract between the practice and the member. Whether it can move to a new owner depends on what its assignment clause says, whether the sale is of assets or equity, and the state's DPC law. If the agreement says nothing about assignment, or the buyer is a new entity, the cleanest path may be to offer every member a new agreement with the buyer, with plenty of time to read it.

State DPC laws can set terms a buyer has to respect. Washington's direct practice law, RCW 48.150, is a clear example:

• Written and terminable. A direct agreement is a written agreement that must be terminable at will on written notice by the patient (RCW 48.150.010).
• Refunds of unearned fees. For monthly fees paid in advance, the practice must promptly refund unearned fees after written notice of termination, prorated as of the notice date, and unearned fees held in trust for multi-month prepayments must also be refunded promptly (RCW 48.150.030).
• Fee changes. The fee for an existing patient can't go up more often than once a year, and the practice must give at least 60 days' advance notice of any change in the fee (RCW 48.150.030(4)).
• Ending care. A practice can't drop existing patients solely because of health status. It may discontinue care if it stops operating as a direct practice, but only with notice to the patient and an opportunity to get care from another physician (RCW 48.150.050).

Other states write their DPC laws differently, and some have none. Our DPC laws by state guide and the state pages at /start-a-dpc are a good place to start, and your state's statute is the final word.

Prepaid fees deserve their own line in the purchase agreement. If members have paid ahead for months or a year, that money is for care the buyer will deliver, so the deal should say whether the seller hands over the unearned portion, the price is adjusted, or members are refunded. If the buyer plans new pricing after closing, our guide to raising DPC membership prices covers how to do it with members' trust intact.

Employer contracts work the same way as member agreements, only with bigger stakes for each one. Read each contract's assignment and change-of-control terms early, and talk to each employer before closing. Our guide to selling DPC to employers covers how those contracts are put together.

Who Keeps the Medical Records After a Practice Is Sold?

HIPAA makes room for a sale of a practice. In the definition of health care operations at 45 CFR 164.501, paragraph (6)(iv) covers "the sale, transfer, merger, or consolidation of all or part of the covered entity with another covered entity, or an entity that following such activity will become a covered entity and due diligence related to such activity." HIPAA's general ban on selling protected health information, at 45 CFR 164.502(a)(5)(ii), excludes disclosures for that same kind of sale and its due diligence.

Two cautions go with that. First, HIPAA's definition of a covered entity at 45 CFR 160.103 includes a health care provider who transmits health information electronically in connection with a covered transaction, so whether a cash-only DPC is a covered entity is a fact question for your attorney. State medical records and privacy laws can apply whether or not HIPAA does. Second, due diligence should see only what it needs. A buyer can learn a lot from panel counts, retention and revenue reports before anyone opens a chart.

The purchase agreement should name a records custodian, say how long records will be kept and where, and explain how patients and the seller can get copies after closing, including for the seller's own malpractice defense. The AMA Code of Medical Ethics Opinion 3.3.1 says records should be made available to the succeeding physician or other authorized person when a physician discontinues practice, and that a physician should never refuse to transfer a record on request by the patient or the patient's authorized representative, for any reason.

Moving the records out of the seller's systems is its own project. Our guide on how to switch EHRs without losing patient data covers exports, formats and what to check before the old system is turned off.

Do You Have to Notify Patients When You Sell a Practice?

State law and medical board rules set the notice rules, and they differ, so check your own state's rules before you set a closing date. Ohio's rule, Ohio Adm. Code 4731-27-03, shows what a detailed one looks like. It covers a physician leaving a practice, selling a practice or retiring, and it requires notice to patients the physician saw in the two years before their last day of seeing patients. The notice goes out no later than 30 days before that last day, or as soon as the physician actually knows they will be leaving, selling or retiring, whichever is earlier. It goes by regular mail or by a message through a HIPAA-compliant electronic medical or health record system that notifies the patient it is waiting in their portal. It must say the physician is leaving and when, give the physician's new contact information if they will practice elsewhere, name who can care for the patient, and explain how to get the patient's records.

In a membership practice, notice is also a retention moment, because the letter about the sale is the first impression the buyer makes. A warm letter from the seller introducing the buyer, a chance to meet the new physician, and a plain explanation of what changes and what doesn't can go a long way toward keeping members through the change.

What Happens to Medicare Opt-Out and DEA Registration?

Medicare opt-out belongs to the physician, not the practice. Under 42 CFR 405.410, each physician or practitioner who opts out submits their own affidavit to each Medicare Administrative Contractor they would otherwise bill, and private contracts are made between the physician or practitioner and each Medicare beneficiary. A buying physician who will see Medicare members without enrolling in Medicare needs their own affidavit and their own private contracts. If that physician is now a participating provider, the opt-out can only start at the beginning of a calendar quarter, with the affidavit in at least 30 days earlier (42 CFR 405.410(d)), so plan it around the closing date. Our guide on how to opt out of Medicare for DPC walks through the steps.

A DEA registration doesn't pass with the practice either. Under 21 CFR 1301.52, a registration terminates when the registrant discontinues professional practice, and it can't be assigned or transferred except on conditions DEA designates and with its written consent. The same section covers how controlled substances on hand are handled when a registrant discontinues business, so a practice that dispenses should plan that step with its attorney well before closing. Our dispensing guide covers the rest of that work.

Where Do Noncompetes Stand in 2027?

The FTC's nationwide noncompete ban is not in effect. In August 2024 a federal district court in Ryan, LLC v. FTC found the FTC lacked authority to issue its Non-Compete Clause Rule and prohibited enforcement, and on September 5, 2025 the Commission voted 3-1 to dismiss its appeals and accede to the vacatur, per its press release. On February 12, 2026 the FTC published a Federal Register notice removing the rule.

That doesn't mean federal attention went away. On September 10, 2025 the FTC Chairman sent warning letters to several large healthcare employers and staffing firms, urging them to review noncompetes for roles like nurses and physicians, and the agency says it can investigate noncompetes that are unjustified, overbroad or otherwise unfair under Section 5 of the FTC Act. The FTC's noncompete page lists its case-by-case actions since then.

For a practice sale, state law is where the answer lives, and it can distinguish between a noncompete signed by someone selling a business and one signed by an employee. Minnesota's 181.988 shows the pattern clearly. It makes covenants not to compete void and unenforceable, with an exception for one agreed during the sale of a business, where the seller may agree to a temporary and geographically restricted covenant that keeps them from carrying on a similar business within a reasonable area for a reasonable time. Other states treat physician noncompetes with their own rules, so have a health care attorney in your state draft the covenant.

Two situations deserve extra care. If the seller stays on as an employee after the sale, the employment agreement may be judged under different rules than the sale agreement, so the two should be drafted together. And if the seller and buyer will refer patients to each other or share space after closing, our anti-kickback and Stark basics explains why the price and any ongoing pay should stand on their own, without regard to referrals.

A Short Checklist for Buyers and Sellers

1. Get your own advisers. Each side should have its own health care attorney and CPA, and an independent valuation where the price is in question.
2. Gather the numbers early. Membership revenue, retention, refunds, employer contracts, the lease and expenses, in reports a buyer can read without opening charts.
3. Read every agreement for assignment. Member agreements, employer contracts, the lease and vendor contracts.
4. Settle prepaid fees. Decide who holds unearned membership fees at closing and how members are protected.
5. Name a records custodian. Put custody, retention, access and the system move in writing.
6. Plan the notice. Follow your state board's rule and give members time to meet the buyer.
7. Line up the personal pieces. The buyer's license, DEA registration, Medicare opt-out and malpractice coverage, and the seller's tail coverage (our insurance guide explains the options).
8. Draft the noncompete under state law. One that fits the sale, with the employment terms drafted alongside it if the seller stays.

Keeping Members Through the Handoff

The months around a sale are when small things slip. Notice letters go out, members write back with questions, records requests arrive, employer contacts need a call, and refills and follow-ups keep coming the whole time. When that work is spread across an EHR, a billing tool, a phone line and a shared inbox, it is easy for a member's question to sit unanswered, because the tools were never built to talk to each other.

Tabflows is a dedicated tech team that connects the tools a clinic already uses, like the EHR, billing and messaging, so follow-ups, tasks and patient context live in one place for whoever is running the practice that week. It won't replace the attorney or the CPA, but it can help make sure every member who asked a question about the sale gets an answer. If you are thinking about growth rather than an exit, our guides to a second DPC location and adding an NP or PA are good next reads.