Clinic Partnership Agreement (Hong Kong)

A Clinic Partnership Agreement in Hong Kong sets out how the venture is owned, managed, and shared between the participating parties.

The Partnership Ordinance (Cap. 38) provides the foundational legal framework for all Hong Kong partnerships, including professional partnerships. Professional medical partnerships are exempt from the 20-partner limit that applies to commercial partnerships under Cap. 38. Without a written partnership agreement, the partners’ relationship is governed entirely by the default provisions of Cap. 38 — which do not address any of the specific requirements of medical practice, including patient record custody, Medical Council compliance, professional indemnity insurance, or the restrictions on fee-splitting with non-medical persons.

The Medical Registration Ordinance (Cap. 161) requires every person practising medicine in Hong Kong to be registered with the Medical Council of Hong Kong and to hold a valid practising certificate. The Medical Council is the statutory body responsible for regulating medical practitioners, and its Code of Professional Conduct sets out the ethical standards every registered practitioner must observe. Key Code provisions affecting clinic partnerships include restrictions on advertising, the prohibition on fee-splitting with non-medical persons, and the requirement for each practitioner to exercise independent professional judgment.

Patient records held by a clinic partnership are personal data subject to the Personal Data (Privacy) Ordinance (Cap. 486). The six Data Protection Principles (DPPs) require the partnership (as data user) to collect patient data only for lawful medical purposes, implement appropriate security measures under DPP 4, and respond to patient access and correction requests within the 40-day statutory timeframe under Sections 18 and 22 of Cap. 486. The Medical Council recommends retaining patient records for at least 7 years after the last contact (or until age 25 for paediatric records), which the partnership agreement should codify.

The Business Registration Ordinance (Cap. 310) requires the clinic partnership to register with the Business Registration Office within one month of commencing business. If the partnership dispenses medication, the Pharmacy and Poisons Ordinance (Cap. 138) applies. If the partnership operates as a private healthcare facility under the Private Healthcare Facilities Ordinance (Cap. 633), additional licensing and quality requirements apply. Professional indemnity insurance is strongly recommended by the Medical Council for all registered practitioners, and the clinic partnership agreement should specify the minimum coverage required of each partner.

The Employment Ordinance (Cap. 57) governs the clinic partnership's obligations as an employer toward non-partner clinical and administrative staff. Section 6 of Cap. 57 sets out minimum notice periods; Section 9 requires written employment terms for employees working under continuous contracts; and Section 33 provides statutory sick leave entitlements. From 1 May 2025, the abolition of the MPF offset arrangement under the Mandatory Provident Fund Schemes Ordinance (Cap. 485) increases the effective cost of long-serving clinic employees, which the partnership's financial planning should accommodate. The Employees' Compensation Ordinance (Cap. 282) requires the clinic to maintain employees' compensation insurance covering all employees and any visiting medical officers who may be classified as workers under Cap. 282.

Clinic Partnership Agreement in Hong Kong is needed in each of the following situations involving registered medical practitioners who wish to practise jointly.

Establishing a new joint medical practice: When two or more registered medical practitioners in Hong Kong agree to set up a new clinic together — whether a general practice, specialist practice, or multi-disciplinary centre — a partnership agreement must be executed before the clinic opens. The agreement overrides the default rules of the Partnership Ordinance (Cap. 38) and provides terms specifically drafted for medical practice under Cap. 161.

Formalising an existing informal arrangement: Many Hong Kong clinics operate under informal cost-sharing or room-sharing arrangements without a formal partnership agreement. Formalising the arrangement in writing provides legal certainty, defines each practitioner’s rights and obligations, and protects all parties if the arrangement changes.

Admitting a new partner: When an established clinic admits a new medical partner — for example, a junior doctor promoted from employed status to partnership — a new partnership agreement (or a deed of adherence to the existing agreement) must be executed. The terms for the incoming partner’s capital contribution, profit share, and vesting of equity in the partnership goodwill should be specified.

Retirement or succession planning: When a founding partner approaches retirement, a clinic partnership agreement documents the agreed succession plan — including the buyout of the retiring partner’s share of goodwill, patient base, and equipment, and the transition of patient relationships in compliance with the Personal Data (Privacy) Ordinance (Cap. 486) and Medical Council guidance.

Protecting against partner disputes: Medical partnership disputes in Hong Kong can be damaging because they affect not only the financial interests of the partners but also the continuity of care for patients. A detailed partnership agreement with clear dispute resolution provisions — mediation followed by HKIAC arbitration — reduces the risk of disputes escalating to court proceedings before the District Court or Court of First Instance under Cap. 38.

Complying with Medical Council requirements: The Medical Council’s Code of Professional Conduct places specific obligations on practitioners in partnership — including restrictions on advertising, fee-splitting, and professional independence. A written partnership agreement reviewed for Medical Council compliance protects each partner from inadvertent breaches.

Clinic Partnership Agreement in Hong Kong should contain the following key elements to be legally effective under the Partnership Ordinance (Cap. 38), compliant with the Medical Registration Ordinance (Cap. 161) and the Medical Council’s Code of Professional Conduct, and consistent with the Personal Data (Privacy) Ordinance (Cap. 486).

Partner Identification: Full names, Medical Council registration numbers, current practising certificate status, medical specialties, HKID numbers, and addresses of all partners. Each partner must be currently registered under Cap. 161 with a valid practising certificate. The agreement should require each partner to maintain registration throughout the partnership and notify co-partners immediately if registration or practising certificate is suspended or cancelled.

Clinic Details: The full name, address, and Business Registration number of the clinic under the Business Registration Ordinance (Cap. 310). Any relevant licences under the Pharmacy and Poisons Ordinance (Cap. 138) and registration under the Private Healthcare Facilities Ordinance (Cap. 633) where applicable.

Capital Contributions: Each partner’s initial capital contribution in HKD, the method of payment, and the treatment of capital accounts. Whether capital accounts bear interest and what happens to undrawn capital on a partner’s exit.

Profit and Loss Sharing: The ratio in which net profits and losses are shared. Whether partners receive a salary draw before profit sharing. How income from different services (consultation fees, procedural fees, diagnostic services) is allocated. How expenses are treated and allocated between partners.

Clinic Management and Decision-Making: The management structure — whether managed collectively or by a managing partner. Reserved matters requiring unanimous consent (admitting a new partner, opening an additional location, major capital expenditure) versus operational matters delegatable to the managing partner.

Patient Records and PDPO Compliance: Ownership and custody of patient records (the partnership, not individual partners). Data security measures under DPP 4 of Cap. 486. Patient access and correction request procedures under Sections 18 and 22 of Cap. 486. Minimum retention period (at least 7 years per Medical Council guidance). Protocol for transferring or destroying records on dissolution consistent with DPP 2 of Cap. 486.

Professional Indemnity Insurance: Minimum coverage levels required of each partner, whether held individually or under a group policy, and the obligation to maintain coverage continuously throughout the partnership. Required by most private hospitals where partners hold admitting privileges.

Medical Council Compliance: Each partner’s obligation to comply with the Medical Council’s Code of Professional Conduct — including restrictions on advertising, prohibition on fee-splitting with non-medical persons, maintenance of professional independence, and mandatory reporting obligations. How the partnership’s marketing activities comply with Medical Council advertising guidelines.

Non-Compete and Non-Solicitation: Post-departure restrictions on each partner’s ability to practise within a defined geographic radius for a specified period (typically 12-24 months). Under Hong Kong common law, non-compete covenants must be reasonable in scope, duration, and geography. Patient non-solicitation obligations to protect the clinic’s patient relationships are standard.

Retirement, Expulsion, and Dissolution: Procedures for voluntary retirement including notice period and buyout of goodwill and equipment. Grounds for expulsion — including loss of medical registration, criminal conviction, or persistent breach. Dissolution procedures under Cap. 38, including patient notification in compliance with PDPO requirements and Medical Council guidance on patient record transfer.

Governing Law: Confirmation that the agreement is governed by the laws of Hong Kong SAR. Forms-legal.com provides a free Clinic Partnership Agreement template alongside the related hk-partnership-agreement for non-medical partnerships and hk-data-protection-policy for PDPO compliance documentation.