Clinic Partnership Agreement (Singapore)
CLINIC PARTNERSHIP AGREEMENT
This Clinic Partnership Agreement ('Agreement') is entered into on [Agreement Date] between:
(1) [Partner 1 Name] (NRIC: [Partner 1 NRIC]), SMC/SDC Reg. No. [Partner 1 Reg No], practising [Partner 1 Specialty] ('First Partner'); and
(2) [Partner 2 Name] (NRIC: [Partner 2 NRIC]), SMC/SDC Reg. No. [Partner 2 Reg No], practising [Partner 2 Specialty] ('Second Partner').
(together 'the Partners')
1. FORMATION OF PARTNERSHIP
1.1 The Partners hereby form a partnership under the name '[Partnership Name]' ('the Partnership') for the purpose of operating a medical/dental clinic at [Clinic Address] ('the Clinic').
1.2 The Partnership shall be registered with ACRA under the Business Names Registration Act 2014 and shall hold all necessary licences under the Private Hospitals and Medical Clinics Act 1980 and applicable MOH regulations.
1.3 Each Partner shall at all times hold a valid Annual Practising Certificate issued by the Singapore Medical Council or Singapore Dental Council as applicable, and shall comply with the respective Ethical Code and Ethical Guidelines.
1.4 The Partnership shall be governed by the Partnership Act 1890 as applied in Singapore, save as modified by this Agreement.
2. CAPITAL AND PROFIT SHARING
2.1 Capital Contributions:
First Partner: [Capital Contribution 1]
Second Partner: [Capital Contribution 2]
2.2 Profit and Loss Sharing:
First Partner: [Profit Share 1]
Second Partner: [Profit Share 2]
2.3 Monthly Drawings: [Drawing Arrangement]. Drawings will be reconciled against actual profit at the end of each financial year.
2.4 The Partners shall maintain proper books of account and prepare annual financial statements within 90 days of each financial year end. Each Partner is responsible for their own income tax under Singapore's Income Tax Act 1947.
3. MANAGEMENT AND OPERATIONS
3.1 Managing Partner: Day-to-day management shall be the responsibility of [Managing Partner].
3.2 Clinic Operating Hours: [Clinic Hours].
3.3 MOH Licensing: [MOH Licence Responsibility]
3.4 Decisions requiring unanimous consent: change of clinic location; taking on additional partners; incurring capital expenditure exceeding S$20,000; and any variation of this Agreement.
4. REGULATORY COMPLIANCE
4.1 Each Partner shall comply with all applicable regulations including: the Medical Registration Act 1997; the Private Hospitals and Medical Clinics Act 1980; MOH's guidelines on appropriate prescribing; and the Health Sciences Authority (HSA) regulations on controlled drugs and clinical research.
4.2 Patient Data: [Patient Data Clause]
5. NON-COMPETE AND CONFIDENTIALITY
5.1 Upon ceasing to be a partner, the departing partner shall not, for the duration and within the area specified, practise medicine or dentistry in competition with the Partnership: [Non-Compete Radius].
5.2 Each Partner agrees to keep all confidential partnership information strictly confidential, both during and after the partnership.
6. WITHDRAWAL AND DISSOLUTION
6.1 A Partner wishing to withdraw shall give the other Partner [Withdrawal Notice] written notice.
6.2 Upon withdrawal or dissolution, the value of the Partnership (including goodwill) shall be determined as follows: [Valuation Method]
6.3 On dissolution, the Partners shall ensure continuity of patient care and shall comply with MOH requirements for the handover of patient records and the notification of patients.
7. GOVERNING LAW AND DISPUTES
This Agreement shall be governed by the laws of Singapore. Disputes shall first be referred to mediation. If unresolved, disputes shall be submitted to binding arbitration at the Singapore International Arbitration Centre (SIAC) under the SIAC Rules.
IN WITNESS WHEREOF the Partners have executed this Agreement on [Agreement Date].
[Partner 1 Name] (SMC/SDC Reg. No. [Partner 1 Reg No])
Signature: ____________________ Date: [Agreement Date]
[Partner 2 Name] (SMC/SDC Reg. No. [Partner 2 Reg No])
Signature: ____________________ Date: [Agreement Date]
First Partner
________________
Signature
Second Partner
________________
Signature
What Is a Clinic Partnership Agreement (Singapore)?
A Clinic Partnership Agreement in Singapore sets out how the venture is owned, managed, and shared between the participating parties.
Medical practitioners forming a clinic partnership in Singapore must comply with the Healthcare Services Act 2020 (HCSA), which replaced the Private Hospitals and Medical Clinics Act (Cap. 248) as the primary regulatory framework for healthcare facilities. Under the HCSA, every clinic must hold a valid licence issued by the Ministry of Health (MOH), and any change in the partnership structure — such as the admission or retirement of a partner — triggers a licence variation application to MOH. The Singapore Medical Council (SMC), established under the Medical Registration Act (Cap. 174), regulates the professional conduct of all medical practitioners, and the Clinic Partnership Agreement must reflect each partner's obligation to maintain valid SMC registration and a current practising certificate.
A Clinic Partnership Agreement differs from a standard Partnership Agreement in several critical respects. Medical partnerships are subject to the SMC Ethical Code and Ethical Guidelines, which impose restrictions on fee-splitting arrangements, patient referral incentives, and advertising practices that do not apply to non-medical partnerships. The agreement must also address compliance with the Personal Data Protection Act 2012 (PDPA) regarding patient medical records, prescription data, and billing information — obligations enforced by the Personal Data Protection Commission (PDPC) with penalties of up to SGD 1 million per breach.
Capital contributions in a clinic partnership typically involve both cash and non-cash assets. Medical equipment, diagnostic instruments, and clinic fit-out costs may be contributed as capital-in-kind, with valuations agreed between the partners and recorded in the agreement. The Inland Revenue Authority of Singapore (IRAS) treats partnership income as flowing through to individual partners for income tax purposes under Section 36 of the Income Tax Act (Cap. 134), meaning each partner declares their share of clinic profits on their personal tax return. Goods and Services Tax (GST) generally does not apply to medical services provided by registered medical practitioners, as these fall within the GST exemption for medical and healthcare services under the Fourth Schedule of the Goods and Services Tax Act (Cap. 117A).
Dispute resolution between clinic partners in Singapore may proceed through mediation at the Singapore Mediation Centre (SMC), arbitration at the Singapore International Arbitration Centre (SIAC), or litigation in the Singapore High Court. The Partnership Act (Cap. 391), Sections 28 through 32, provides default rules on partner rights, profit sharing, and dissolution — but these defaults apply only where the partnership agreement is silent. A well-drafted Clinic Partnership Agreement on forms-legal.com overrides these defaults with terms specific to the medical profession, including provisions for patient handover, medical record custody, and MOH notification upon dissolution.
When Do You Need a Clinic Partnership Agreement (Singapore)?
A Clinic Partnership Agreement in Singapore is required whenever two or more licensed medical practitioners decide to co-own and operate a clinical practice. Below are the principal situations where a written agreement protects the partners and satisfies regulatory requirements.
When two general practitioners establish a new clinic together, a Clinic Partnership Agreement defines each partner's capital contribution, profit-sharing ratio, and clinical responsibilities from the outset. Under Section 24 of the Partnership Act (Cap. 391), partners share profits equally by default — an outcome that rarely reflects actual workload or capital investment. The written agreement overrides this default with a negotiated allocation.
Specialist doctors merging existing solo practices into a single multi-disciplinary clinic need a Clinic Partnership Agreement to address the integration of patient lists, transfer of medical records under PDPA requirements, and consolidation of MOH licences. The Healthcare Services Act 2020 requires that any clinic operating under a new partnership structure apply for a fresh licence or vary the existing licence with the Ministry of Health (MOH).
When an established clinic partner wishes to admit a junior doctor as a new partner, the Clinic Partnership Agreement governs the buy-in price, the equity vesting schedule, and the new partner's rights during a probationary period. The agreement should specify whether the incoming partner acquires an immediate ownership share or earns equity progressively over a defined vesting period, a structure common in Singapore medical partnerships.
Medical practitioners operating a group practice with multiple clinic locations across Singapore require a Clinic Partnership Agreement that allocates management responsibility for each branch, defines cross-coverage arrangements for leave periods, and establishes a centralised accounting system. The Accounting and Corporate Regulatory Authority (ACRA) requires partnership registration, and each branch clinic must hold its own MOH licence.
When a clinic partner reaches retirement age or decides to leave the practice, the Clinic Partnership Agreement governs the exit process — including the valuation of the departing partner's share, the timeline for buyout payments, patient notification procedures, and the transfer of the departing partner's MOH licence obligations. Without a written agreement, dissolution falls under Sections 32 through 44 of the Partnership Act (Cap. 391), which may produce results that neither the departing nor the remaining partners intended.
Doctors entering a partnership that involves the dispensing of medications must address compliance with the Medicines Act (Cap. 176) and the Poisons Act (Cap. 234) in the agreement. The Health Sciences Authority (HSA) regulates pharmaceutical licensing, and the agreement should clarify which partner bears responsibility for controlled substance records and HSA reporting obligations.
What to Include in Your Clinic Partnership Agreement (Singapore)
A properly structured Clinic Partnership Agreement for Singapore should contain the following essential elements to satisfy both the Partnership Act (Cap. 391) and the regulatory requirements of the Healthcare Services Act 2020.
Partnership formation and registration clauses must state the partnership name, the date of commencement, the principal place of business, and the nature of the medical services to be provided. The partnership must be registered with the Accounting and Corporate Regulatory Authority (ACRA) under the Business Names Registration Act 2014, and each partner's Singapore Medical Council (SMC) registration number and practising certificate details should be recorded in the agreement.
Capital contribution provisions must specify each partner's initial cash contribution, the agreed valuation of any non-cash assets contributed (medical equipment, clinic fit-out, patient goodwill), and the mechanism for additional capital calls. The agreement should define whether capital contributions earn interest and, if so, at what rate — the Partnership Act (Cap. 391), Section 24(4), provides a default rate of 5% per annum on advances beyond agreed capital, but parties commonly negotiate a different rate.
Profit-sharing and drawings clauses must establish the ratio in which clinic profits and losses are allocated among the partners, the frequency and method of profit distributions, and any limits on monthly drawings. The Inland Revenue Authority of Singapore (IRAS) requires each partner to report their allocated share of partnership income on their individual income tax return under Section 36 of the Income Tax Act (Cap. 134). The agreement should also address the treatment of locum income, medicolegal report fees, and corporate health screening contracts.
Management and decision-making provisions should define which decisions require unanimous consent (such as admitting a new partner, opening a new branch, or entering a lease exceeding a specified term) and which may be made by majority vote. The agreement should designate a managing partner responsible for day-to-day operations, Ministry of Health (MOH) licence compliance, and correspondence with regulatory bodies including the SMC and the Personal Data Protection Commission (PDPC).
Non-compete and restraint of trade clauses restrict departing partners from practising within a defined geographical radius of the clinic for a specified period after exit. Singapore courts — including the Court of Appeal in Man Financial (S) Pte Ltd v Wong Bark Chuan David [2008] — assess the enforceability of restraint clauses based on whether the restriction is reasonable in scope, duration, and geographic area, balancing the partnership's legitimate interests against the departing partner's right to earn a livelihood.
Confidentiality and PDPA compliance clauses must require all partners to protect patient medical records, prescription data, and billing information in accordance with the Personal Data Protection Act 2012 (PDPA). The agreement should appoint a Data Protection Officer as required by the PDPC Advisory Guidelines and specify data breach notification procedures under the mandatory breach notification regime effective February 2021.
Dissolution and winding-up provisions should define the events triggering dissolution (death, bankruptcy, loss of SMC registration, conviction of a criminal offence), the procedure for valuing partnership assets and liabilities, and the timeline for settling outstanding debts. The agreement must address patient record custody upon dissolution — MOH guidelines require that patient records be retained for at least six years (or until the patient reaches age 25, whichever is later) and that patients be notified of the custodial arrangement. A complete Clinic Partnership Agreement template on forms-legal.com includes all these provisions, with dedicated fields for SMC registration numbers, MOH licence references, and PDPA compliance declarations.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Clinic Partnership Agreement (Singapore) (Singapore) [Legal document template]. Forms Legal. https://forms-legal.com/singapore/business/partnerships/clinic-partnership-agreement-singapore
"Clinic Partnership Agreement (Singapore) (Singapore)." Forms Legal, 2026, https://forms-legal.com/singapore/business/partnerships/clinic-partnership-agreement-singapore.
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author = {{Forms Legal}},
title = {Clinic Partnership Agreement (Singapore) (Singapore)},
year = {2026},
howpublished = {\url{https://forms-legal.com/singapore/business/partnerships/clinic-partnership-agreement-singapore}},
note = {Free legal document template. Based on Partnership Act (Cap. 391)}
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Frequently Asked Questions
A clinic partnership in Singapore must be registered with two separate government authorities. First, the partnership business name must be registered with the Accounting and Corporate Regulatory Authority (ACRA) under the Business Names Registration Act 2014 within 28 days of commencing business. ACRA registration assigns a Unique Entity Number (UEN) to the partnership and records the names and identification details of all partners. Second, the clinic itself must hold a valid licence issued by the Ministry of Health (MOH) under the Healthcare Services Act 2020. The MOH licence application requires disclosure of the partnership structure, the qualifications of all medical practitioners, and the physical premises where clinical services will be provided. Any change in the partnership composition — such as the admission of a new partner or the retirement of an existing partner — triggers a licence variation application to MOH. Operating a clinic without a valid MOH licence is a criminal offence under the Healthcare Services Act 2020, carrying penalties including fines and imprisonment.
Profits from a clinic partnership in Singapore are taxed at the individual partner level, not at the partnership level. Under Section 36 of the Income Tax Act (Cap. 134), partnership income is treated as a flow-through — each partner reports their allocated share of the partnership's chargeable income on their personal income tax return filed with the Inland Revenue Authority of Singapore (IRAS). The partnership itself must file a partnership income tax return (Form P) with IRAS annually, declaring total revenue, allowable expenses, and the profit allocation ratio specified in the Clinic Partnership Agreement. Individual partners are then taxed at Singapore's progressive personal income tax rates, which range from 0% to 24% for income exceeding SGD 1 million (Year of Assessment 2024 onwards). Medical services provided by registered medical practitioners are generally exempt from Goods and Services Tax (GST) under the Fourth Schedule of the Goods and Services Tax Act (Cap. 117A), meaning that the clinic partnership typically does not charge GST on consultation fees, though GST may apply to non-exempt items such as health supplements sold at the clinic.
When a partner in a Singapore clinic partnership wants to leave, the exit process is governed by the terms of the Clinic Partnership Agreement and, where the agreement is silent, by the default provisions of the Partnership Act (Cap. 391). The agreement should specify the notice period required for voluntary withdrawal — commonly three to six months for medical partnerships to allow for patient transition. The departing partner's share must be valued, typically by reference to an agreed formula or an independent valuation conducted by a certified public accountant registered with IRAS. The buyout payment may be structured as a lump sum or in instalments over a defined period. The departing partner must notify the Singapore Medical Council (SMC) of any change in practice address and must comply with the non-compete clause, if enforceable under Singapore law as interpreted by the Court of Appeal in Man Financial (S) Pte Ltd v Wong Bark Chuan David [2008]. Patient records for patients who choose to follow the departing partner must be transferred in compliance with the Personal Data Protection Act 2012 (PDPA), with the remaining partners retaining copies as required by MOH record retention guidelines — a minimum of six years.
A Clinic Partnership Agreement in Singapore may include a non-compete clause, but enforceability depends on whether the restriction satisfies the test of reasonableness established by Singapore courts. The Court of Appeal in Man Financial (S) Pte Ltd v Wong Bark Chuan David [2008] held that a restraint of trade clause must be reasonable as between the parties and reasonable in the public interest. For medical partnerships, courts assess three factors: the geographic scope of the restriction, the duration of the restraint, and the range of activities prohibited. A clause preventing a departing doctor from practising within a 3-kilometre radius of the clinic for 12 months has been considered reasonable in comparable professional partnership cases heard by the Singapore High Court, while broader restrictions covering the entire island of Singapore for extended periods face a higher burden of justification. The clause must protect a legitimate business interest — typically patient goodwill and confidential patient information — rather than merely suppress competition. Non-compete clauses that are found to be unreasonable may be struck down entirely or, in limited circumstances, severed and modified by the court under the 'blue pencil' doctrine.
A clinic partnership handling patient data in Singapore must comply with the Personal Data Protection Act 2012 (PDPA) as enforced by the Personal Data Protection Commission (PDPC). Under the PDPA, the clinic partnership is considered a data controller — referred to as an 'organisation' under the Act — and must fulfil obligations across the data protection lifecycle. Section 13 requires the partnership to obtain patient consent before collecting personal data, while Section 18 mandates that data be collected only for purposes a reasonable person would consider appropriate. The partnership must appoint a Data Protection Officer (DPO) under the PDPC Advisory Guidelines and develop a data protection policy covering collection, use, disclosure, and retention of patient records. Under the mandatory data breach notification regime effective 1 February 2021, the partnership must notify the PDPC within three calendar days of assessing that a data breach is notifiable — defined as a breach affecting 500 or more individuals or one that results in significant harm. Patient medical records must be retained for a minimum of six years under MOH guidelines, and the partnership must implement reasonable security arrangements under Section 24 of the PDPA to protect electronic and physical records against unauthorised access. Maximum financial penalties for PDPA breaches are SGD 1 million or 10% of annual turnover, whichever is higher, under the amended provisions.
Dissolution of a clinic partnership in Singapore follows the procedure set out in the Clinic Partnership Agreement or, where the agreement is silent, the default rules in Sections 32 through 44 of the Partnership Act (Cap. 391). Common dissolution triggers specified in the agreement include: death or permanent incapacity of a partner, bankruptcy under the Bankruptcy Act (Cap. 20), loss of Singapore Medical Council (SMC) registration or practising certificate, conviction of a criminal offence involving moral turpitude, or mutual agreement of all partners. Upon dissolution, the partnership must notify the Accounting and Corporate Regulatory Authority (ACRA) to cancel the business registration and inform the Ministry of Health (MOH) regarding the clinic licence. Patient records must be transferred to a custodial arrangement compliant with MOH retention guidelines — a minimum of six years or until the patient reaches age 25, whichever is later. Patients must be notified of the dissolution and given the opportunity to request transfer of their records to another practitioner. Financial settlement follows the order prescribed by Section 44 of the Partnership Act: first, external debts and liabilities; second, repayment of partners' advances; third, return of capital contributions; and fourth, distribution of any surplus according to the profit-sharing ratio. The Singapore High Court may order dissolution under Section 35 of the Partnership Act where a partner is found guilty of conduct prejudicial to the business.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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