# Physician Buyout Plan

> Tax and exit planning for physicians selling to private equity. Published by Qubera Wealth Management, a fee-only fiduciary registered investment advisor in Los Angeles, California, founded by Nirav Desai. Written at a 7th to 9th grade reading level for physicians and dentists whose practices are being acquired by private equity backed platforms. Educational, not tax, legal, or investment advice. Figures checked September 2026.

## Who this is for
Physicians and dentists (dermatology, ophthalmology, dental, gastroenterology, orthopedics, anesthesiology, urology, radiology, cardiology) who have received or expect a private equity offer, hold rollover equity in an MSO, or have already sold and want to plan around the scrape, the second bite, and the tax bill.

## Learn the deal

- [Private equity wants your practice. Here is what you keep.](https://physicianbuyoutplan.com/): Homepage of Physician Buyout Plan, a site by Qubera Wealth Management for physicians and dentists selling their practices to private equity backed platforms. Introduces the four decisions that set the after-tax outcome (allocation, rollover, structure, state), links to the explanatory and tax pillars, specialty pages for dermatology, ophthalmology, dental, gastroenterology, orthopedics, anesthesiology, urology and radiology, state pages for California, New York, Texas and Florida, an after-tax proceeds calculator, a case study, and a 25-question LOI checklist.
- [Should I sell my practice to private equity?](https://physicianbuyoutplan.com/selling-your-practice-to-private-equity): Explains for physicians and dentists whether and when to sell a practice to a private equity backed platform in 2026. Describes what a rollup is, why platforms sell for 3 to 5 more turns of EBITDA than add-ons, and how a deal moves from approach to indication of interest, letter of intent, exclusivity, quality of earnings review, purchase agreement, and closing. Covers what the seller receives (cash, rollover equity, holdback, earnout) and what changes after (20 to 30 percent scrape, base salary of 40 to 50 percent of pay, management fee, non-competes, three-year lock-ups with clawback). Summarizes the 2026 market (deal counts down roughly half, 8 to 10 year holds, strategic buyers in GI, urology, and retina) and the outcomes research (Singh, JAMA Health Forum 2022; Health Affairs 2025 turnover; JAMA Health Forum 2025). Lists who should not sell and the alternatives.
- [What is an MSO, and why doesn't private equity buy my practice directly?](https://physicianbuyoutplan.com/mso-and-friendly-pc): Explains the management services organization and friendly PC structure used in private equity physician practice deals. Corporate practice of medicine laws in California (B&P 2400 and 2052), New York, and Texas bar non-physician ownership, so the private equity fund owns an MSO that buys non-clinical assets and charges a management fee to a physician-owned PC controlled through a stock transfer restriction agreement. The physician's rollover equity sits in the MSO holding company, while the taxable asset sale happens at the PC level, usually through an F-reorganization. Covers California SB 351 and AB 1415 (effective January 1, 2026), the OHCA 90-day material change notice, Oregon SB 951, Florida's non-transferable clinic license exemption and 60-day change-of-ownership filing, New York's 30-day notice law, the 14 states with transaction notice laws, and what to look for in the management services agreement.
- [What happens to my salary after private equity buys my practice?](https://physicianbuyoutplan.com/the-scrape-and-income-repair): Explains the scrape in private equity physician practice sales: buyers take 20 to 30 percent of practice profit out of physician compensation to create the EBITDA they purchase (Commonwealth Fund, April 2026), so the purchase price is a multiple of forgone income. After closing, base salary typically falls to 40 to 50 percent of pay with production pay at reported wRVU rates of $40 to $70, ancillary income often goes to the platform, and income repair is a goal rather than an enforceable term. Covers three-year lock-ups with clawback, cash flow planning for mortgage, college, and savings, the tax effects (lower bracket and Roth conversion room versus lost owner deductions and the practice retirement plan), and a worked illustration of a physician earning $900,000 with a 25 percent scrape sold at 8x.
- [Rollover equity: what you are really being offered](https://physicianbuyoutplan.com/rollover-equity): Explains rollover equity in a private equity physician practice sale: the 20 to 40 percent of price taken as units in the MSO holding company, valued at the buyer's deal price. Deferred under Section 721 (partnership) or 351 (corporation) with carryover basis; taxed at the second sale at 20 percent plus likely 3.8 percent NIIT, with Section 751 ordinary income possible for partnership units. Covers partnership versus corporate holdco (K-1 phantom income, Up-C, QSBS unsettled), vesting and 83(b), the waterfall (lenders, PIK preferred, then common), management fees, good and bad leaver terms, drag-along, tag-along, information rights, planning as if rollover were zero, and a table of what to ask for versus buyer defaults.
- [Is the second bite of the apple real?](https://physicianbuyoutplan.com/second-bite-of-the-apple): Examines whether the second bite of the apple, the payout of physician rollover equity when a private equity platform is resold, is real. 51.6 percent of PE-acquired derm, ophtho, and GI practices were resold within 3 years, median hold 2.9 years (2016 to 2020 cohort; Singh et al., Health Affairs Scholar, 2024), 97.8 percent to another PE firm. Recaps fell from roughly 100 per year in 2021 and 2022 to 13 in 2024; holds are now 8 to 10 years; 26.9 percent of PE portfolio companies were 7 or more years old at Q1 2026 (Foley). Covers strategic exits at 12 to 18x, continuation funds and re-rolls, dividend recaps, tax on the second sale (LTCG plus NIIT, Section 751), pre-exit planning, and budgeting without the second bite.
- [The private equity deal glossary for physicians](https://physicianbuyoutplan.com/private-equity-deal-glossary): A plain-English glossary of 36 private equity deal terms for physicians and dentists considering a sale to a PE backed platform or DSO, written at a 7th to 9th grade reading level. Terms are grouped into the players and structure (PE, platform, add-on, recap, MSO, friendly PC, management fee, CPOM), the price (EBITDA, multiple, add-backs, scrape, income repair, QoE), the paperwork (LOI, exclusivity, non-compete, tail coverage), money after closing (hold-back, earnout, clawback, asset vs stock sale, personal goodwill, depreciation recapture, installment sale), equity (rollover equity, Section 721/351, waterfall, preferred return, PIK, dividend recap), and exit (second bite, continuation fund, re-roll, drag-along, good and bad leaver). Each definition includes a sentence on why the term matters to the selling physician, and an opening table maps the words physicians use to the words advisors and buyers use.
- [Ten mistakes physicians make when selling to private equity](https://physicianbuyoutplan.com/private-equity-practice-sale-mistakes): Ten costly mistakes physicians and dentists make when selling to a private equity backed platform, with fixes: signing the LOI without a term-sheet review; letting the buyer's side set EBITDA adjustments; a large non-compete allocation (37 percent ordinary versus 20 percent capital gain, roughly $300,000 or more on $2 million); ignoring Section 453A interest on installment obligations over $5 million; assuming rollover is liquid; missing the five-year Section 1374 window; not checking who pays tail coverage (roughly 200 percent of annual premium); moving states in the sale year; gifting to charity after the deal is certain (Hoensheid, 2023); and treating income repair as guaranteed when the scrape is typically 20 to 30 percent.
- [I already sold to private equity and I regret it. What now?](https://physicianbuyoutplan.com/already-sold-now-what): A practical guide for physicians who already sold a practice to a private equity platform and have regrets. Covers reading the employment and equity documents (term, good leaver and bad leaver, clawback, non-compete, drag-along, tag-along, information rights), the tax position (carryover basis in rollover, 23.8 percent federal on the second bite, K-1 phantom income in partnership holding companies), and what can still be done: negotiating at renewal, using information rights, gifting rollover units to trusts under the $15 million 2026 exemption, Roth conversions in lower-income years, and diversifying. Summarizes state non-compete changes (Texas SB 1318, Minnesota's ban, California SB 351), platform distress (Envision's 2023 Chapter 11, Radiology Partners' debt, clinics at about 30 percent of healthcare Chapter 11 filings in the first half of 2026 per Bloomberg Law), buying the practice back, and when no help is needed.

## Tax strategies

- [How a private equity practice sale is taxed](https://physicianbuyoutplan.com/how-a-practice-sale-is-taxed): Explains how a physician's proceeds from a private equity practice sale are taxed in 2026. Goodwill is long-term capital gain (20% federal); non-compete payments, transition or consulting pay, cash-basis receivables, and equipment depreciation recapture are ordinary income (up to 37%). The 3.8% net investment income tax is often excluded on the practice sale for a materially participating physician but usually applies to the later sale of rollover equity. Rollover into an MSO is deferred under Section 721 or 351 with carryover basis. Purchase price allocation on Form 8594 under Section 1060 sets the split. Covers the 2026 SALT cap phase-down, state rates for CA, NY, TX and FL, and the order in which to make decisions before signing a letter of intent.
- [Asset sale, stock sale, or F-reorganization?](https://physicianbuyoutplan.com/asset-sale-vs-stock-sale-f-reorganization): Explains the three ways a physician practice sale to private equity can be structured for tax: asset sale, stock sale, or F-reorganization. Buyers want asset treatment for 15-year amortization of Section 197 intangibles and bonus depreciation. Walks through the F-reorganization under Rev. Rul. 2008-18 step by step (NewCo, stock contribution, QSub election on Form 8869, LLC conversion, sale of LLC interests, Rev. Rul. 99-5) and why it beats 338(h)(10) and 336(e) for the seller. Covers the Section 1374 built-in gains tax, the double tax on C corporation sellers and its mitigants, Section 751 hot assets and the 754/743(b) step-up for partnership sellers, with a seller-side comparison table.
- [Personal goodwill: the allocation that can change your tax bill](https://physicianbuyoutplan.com/personal-goodwill): Explains personal goodwill in a physician or dental practice sale: goodwill belonging to the physician personally rather than the practice entity, sold under a separate agreement and taxed once as long-term capital gain. It matters most for C corporation sellers facing 21 percent corporate tax plus 20 percent and 3.8 percent on distribution, and for S corporations inside a Section 1374 recognition period. Covers Martin Ice Cream (1998) and Norwalk (1998), where the individual won because no employment agreement or covenant bound them to the corporation, and Howard v. United States (2010, affirmed 2011), where a dentist lost because he had both. Lists the requirements, the buyer's indifference (15-year amortization either way), recharacterization risk, who cannot use it, and the California 18 CCR 17952 residency angle.
- [Earnouts, seller notes, and the Section 453A interest charge](https://physicianbuyoutplan.com/earnouts-installment-sales-and-453a): Explains the 2026 tax treatment of seller notes, holdbacks, and earnouts in a physician practice sale to private equity. Covers the installment method under Section 453, the contingent payment rules of Temp. Reg. 15A.453-1(c) (stated maximum, fixed period, or 15 years), imputed interest under Sections 483 and 1274 as ordinary income, recharacterization of employment-linked earnouts as compensation with payroll tax, Section 453(i) recapture recognized in year one, and electing out under Section 453(d). Works through the Section 453A interest charge, which applies when installment obligations from sales over $150,000 exceed $5 million at year end, computed as deferred tax times applicable percentage times the Section 6621 underpayment rate and nondeductible for individuals, with an illustration. Also covers buyer credit risk (Envision, Prospect) and California's trailing rule in 18 CCR 17952.
- [Charitable remainder trusts and donor-advised funds before you sell](https://physicianbuyoutplan.com/charitable-strategies-before-a-practice-sale): Explains how a physician can use a donor-advised fund or a charitable remainder trust before a private equity practice sale. A gift of practice interests completed before the sale is practically certain lets the charity or trust sell without capital gains tax while the donor deducts fair market value. Covers the anticipatory assignment of income doctrine: Rev. Rul. 78-197, Dickinson v. Commissioner (2020, donor won), and Estate of Hoensheid (2023, donor lost after a gift two days before closing, with the entire deduction also denied for lack of a qualified appraisal on Form 8283). Describes DAF limits (fair market value deduction, 30 percent of AGI for appreciated property, 5-year carryforward), CRUT and NIMCRUT basics under Section 664 (5 to 50 percent payout, 10 percent remainder, no S corporation stock, operating business income problems), Section 7520 rates for 2026 through August, the 2026 OBBBA 0.5 percent floor and 35 percent cap with the Journal of Accountancy example, and who should not use these tools.
- [The final-year cash balance plan: a large deduction before you sell](https://physicianbuyoutplan.com/cash-balance-plan-before-selling): Explains how a physician can use a cash balance (defined benefit) plan in the last year or two before a private equity practice sale to create a large deduction against ordinary income. Covers 2026 limits from IRS Notice 2025-67 (415(b) $290,000; 415(c) $72,000; 402(g) $24,500 plus $8,000 catch-up, $11,250 at ages 60 to 63; 401(a)(17) $360,000), illustrative age-based cash balance credits, SECURE Act adoption timing, plan termination at closing, the excise tax on reverting excess assets, the PBGC exemption for professional service employers with 25 or fewer participants, the combined-plan deduction limit, staff coverage, and how the deduction interacts with a C corporation asset sale. The deduction offsets ordinary income, not the 20 percent capital gain on goodwill.
- [Gifting rollover equity before the second bite](https://physicianbuyoutplan.com/estate-planning-with-rollover-equity): Explains gifting private equity rollover equity to trusts before the platform is resold. 2026 federal estate and gift exemption is $15 million per person, permanent and indexed; annual exclusion $19,000. Rollover units suit gifting because of low current value, illiquidity, minority and marketability discounts, and possible appreciation at the second bite. Covers SLATs, GRATs (no generation-skipping benefit, harder at 2026 Section 7520 rates of 4.6 to 5.2 percent), IDGT installment sales, the qualified appraisal requirement, carryover basis versus step-up at death, New York's $7.35 million exemption with its 105 percent cliff and 16 percent top rate, operating agreement transfer restrictions, a worked illustration, and when not to gift.
- [Does QSBS apply to a medical practice? And the 2026 Opportunity Zone timing trap](https://physicianbuyoutplan.com/qsbs-and-opportunity-zones): Explains why Section 1202 qualified small business stock treatment does not apply to a physician or dental practice sale (Section 1202(e)(3) excludes health services), why the status of MSO holding company stock is unsettled, and how state conformity differs (California does not conform; New York conforms but saw a decoupling bill introduced and withdrawn in 2026). Summarizes the OBBBA changes to QSBS for stock issued after July 4, 2025: 50/75/100 percent exclusion at 3/4/5 years, $15 million cap, $75 million gross asset test. Then covers the 2026 Opportunity Zone timing trap: gains invested in a QOF during 2026 fall under the old rules with deferral ending December 31, 2026 and no basis step-up, while gains invested on or after January 1, 2027 get a rolling 5-year deferral and a 10 percent basis step-up (30 percent for rural funds). The 180-day window can straddle year end. California does not conform to OZ deferral.
- [Life as a W-2 employee: the planning that changes after you sell](https://physicianbuyoutplan.com/after-the-sale-w2-planning): Covers the financial planning changes for a physician who becomes a W-2 employee of a management services organization after a private equity practice sale. Lists lost owner benefits (solo 401(k) and cash balance plan, self-employed health insurance deduction, HSA employer funding, auto, CME, home office, PTET), then explains the MSO 401(k) and mega backdoor Roth up to $72,000 ($80,000 / $83,250 with catch-ups), the mandatory Roth catch-up rule effective January 1, 2026 for prior-year FICA wages over $150,000 and why a former K-1 partner becomes subject in year two, the backdoor Roth ($7,500 plus $1,100) and the pro-rata rule, Roth conversions in lower-income years and after a bona fide move to a no-tax state, the 3.8 percent NIIT above $250,000 MFJ, asset location, own-occupation disability insurance, tail coverage (roughly 200 percent of premium, 30 to 60 day window), rebuilding a savings rate after a 20 to 30 percent pay cut, and holding an illiquid rollover position as if it were worth zero.

## Specialties

- [Private equity practice sales, specialty by specialty](https://physicianbuyoutplan.com/specialties): Hub page linking to eight specialty guides on private equity practice sales: dermatology (most mature, 35+ platforms), ophthalmology (strategic retina exits, 2026 cataract fee cut), dental DSOs (16.1% of dentists affiliated), gastroenterology (GI Alliance sold to Cardinal Health), orthopedics (only one true second-bite exit), anesthesiology (Envision bankruptcy, FTC v. USAP), urology (Solaris Health to Cardinal for $1.9B), and radiology (12% of radiologists PE-employed, Radiology Partners debt). Each specialty page follows the same seven-section outline covering market state, reported multiples, typical deal terms, specialty-specific tax issues, reimbursement headwinds, who should not sell, and next steps.
- [Selling a dermatology practice to private equity](https://physicianbuyoutplan.com/dermatology-private-equity-sale): Guide for dermatologists considering a sale to a private equity backed platform in 2026. Dermatology is the most saturated PE specialty: roughly 10 to 15 percent of practices PE-owned, 35 or more platforms, about 12,000 dermatologists, and U.S. Dermatology Partners lender-controlled since a 2020 default. Reported multiples are roughly 4 to 7x EBITDA for small practices, 7 to 10x mid-size, 12 to 15x platforms. Typical terms are 60 to 70 percent cash and 30 to 40 percent rollover, a 20 to 30 percent scrape, three to five year employment, and universal non-competes. Covers Section 1245 recapture on lasers and cosmetic devices, separate cosmetic entities, personal goodwill, non-compete allocation, the Singh 2022 JAMA Health Forum price findings, state laws such as California SB 351, and which dermatologists should not sell now.
- [Selling an ophthalmology practice to private equity](https://physicianbuyoutplan.com/ophthalmology-private-equity-sale): Guide for ophthalmologists considering a sale to a private equity backed platform in 2026. Eye care has 22 active MSO platforms. The largest exits went to strategic buyers: Cencora bought Retina Consultants of America ($4.6B plus $500M contingent, Jan 2025), McKesson bought 80 percent of PRISM Vision (roughly $850M, Apr 2025), and Cencora agreed to buy EyeSouth's retina division ($1.1B, Mar 2026). EyeCare Partners did a distressed refinancing in April 2024. Reported multiples: add-ons 6 to 10x EBITDA, platforms 10 to 15x, retina roughly 18x, ASC ownership adds 1 to 3 turns. The CY2026 Medicare fee schedule cut cataract surgeon fees 11 percent and raised ASC facility payments 3.4 percent. Covers Section 1245 recapture on phaco, femtosecond lasers, and imaging, ASC and real estate held in separate entities, optical shop inventory, personal goodwill, the Health Affairs 2025 turnover study, and which ophthalmologists should wait.
- [Selling a dental practice to a DSO](https://physicianbuyoutplan.com/dental-practice-dso-sale): Guide for dentists considering a sale to a private equity backed dental support organization (DSO) in 2026. In 2024, 16.1 percent of U.S. dentists were DSO-affiliated (8.8 percent in 2017), more than 25 percent of dentists within 10 years of school, and about 130 PE-backed DSOs exist, including Heartland, Aspen, MB2, Smile Brands, Sonrava, and Dental Care Alliance. Dental led all healthcare categories in 2025 with 149 add-on deals. Reported multiples are roughly 4.5 to 8x EBITDA for practices and 10x or more for platforms. Covers the associate pay model and the 20 to 30 percent scrape, hygiene revenue moving to the DSO, three to five year associate agreements, Section 1245 recapture on chairs, imaging, and CAD/CAM, real estate the dentist usually keeps, Howard v. United States on personal goodwill, specialty dental differences, state laws such as California SB 351 and Texas SB 1318, and which dentists should not sell.
- [Selling a gastroenterology practice to private equity](https://physicianbuyoutplan.com/gastroenterology-private-equity-sale): Guide for gastroenterologists considering a sale to a private equity backed platform in 2026. Roughly 1 in 10 gastroenterologists work in PE-backed groups. GI Alliance sold 73 percent to Cardinal Health for $2.8 billion (about $3.9 billion enterprise value) in January 2025, and US Digestive Health sold to SCA Health/Optum the same month; other platforms include Gastro Health, One GI, Allied Digestive Health, and United Digestive. GI PE deals fell from 26 in 2022 to 13 in 2023. Reported multiples are roughly 7 to 10x EBITDA for small practices, 10 to 14x mid-size, and 14 to 18x national, with the endoscopy center driving value. Medicare cut ASC endoscopy payments roughly 8 percent for 2026. Covers 60 to 70 percent cash and 30 to 40 percent rollover, the 20 to 30 percent scrape, Section 751 and 1245 recapture on scopes and ASC equipment, anesthesia and pathology ancillaries, real estate held separately, personal goodwill, non-compete allocation, state laws, and which gastroenterologists should wait.
- [Selling an orthopedic practice to private equity](https://physicianbuyoutplan.com/orthopedic-practice-private-equity-sale): Guide for orthopedic surgeons weighing a private equity offer in 2026. No reliable PE penetration figure exists; 54% of orthopedic surgeons remain in private practice (AMA 2024). OrthoAlliance's roughly $1.4 billion sale to SCA Health is the only completed orthopedic second bite; Orthopedic Care Partners recapped for $543 million in late 2024. Stout (January 2026) reported multiples of mid-single digits for tuck-ins, high-single to low-double digits for mid-size groups, and mid-teens for platforms. Typical terms: 60 to 70% cash and 30 to 40% rollover, a 20 to 30% scrape, three-year employment lock-ups, and roughly $100,000 a year of ancillary income at risk. Covers Section 1245 recapture on imaging and PT equipment, Section 751 hot assets in ASC sales, implants as inventory, personal goodwill, and who should not sell.
- [Selling an anesthesiology practice to private equity](https://physicianbuyoutplan.com/anesthesiology-private-equity-sale): Guide for anesthesiologists evaluating a private equity offer in 2026. Anesthesia is a saturated specialty with about 10 active platforms, including USAP, NAPA (held since 2016), and NorthStar. Reported multiples are roughly 7 to 11x EBITDA, 9 to 13x for ASC-attached groups, and 2 to 3 turns below the 2021 to 2022 peak. More than 95% of hospitals now subsidize anesthesia coverage, up from 40 to 50% in 2015, so hospital contracts and subsidies drive value. Envision (KKR) filed Chapter 11 in May 2023 and emerged lender-owned with debt cut roughly 70%. FTC v. USAP: suit September 2023, Welsh Carson settlement January 2025 with 10-year restrictions, USAP agreement in principle April 23, 2026 reportedly requiring Texas divestitures. With little equipment, tax turns on allocation among goodwill (20%), the non-compete (up to 37%), and transition pay (ordinary plus payroll tax).
- [Selling a urology practice to private equity](https://physicianbuyoutplan.com/urology-private-equity-sale): Guide for urologists considering a private equity offer in 2026. Urology remains an active specialty because strategic buyers have paid high prices for platforms: Solaris Health sold 75% to Cardinal Health for $1.9 billion (late 2025); United Urology joined OneOncology (2024), which Cencora bought for $4.6 billion (February 2026); US Urology Partners recapped to General Atlantic (April 2025); Urology America joined GI Alliance/Cardinal (April 2025). Reported multiples: roughly 3.5 to 5x EBITDA for a single practice, 9 to 12x for a platform, 12 to 15x with ASC and oncology. The share of urologists under PE is described qualitatively because the only figure comes from a tracker with unclear methodology. Covers ancillaries (lithotripsy, lab, pathology, radiation oncology, ASC), Section 1245 recapture and Section 751 hot assets, personal goodwill, self-referral rules, and who should not sell.
- [Selling a radiology practice to private equity](https://physicianbuyoutplan.com/radiology-private-equity-sale): Guide for radiologists weighing a private equity offer in 2026. Singh and Khunte (AJR, March 2025) found 12% of US radiologists (4,071 of 34,853) in PE-backed practices as of December 2023, up from 1% in 2013. Radiology Partners holds roughly 70% of PE-employed radiologists (about 4,000) and has a documented debt history: a February 2024 restructuring S&P called tantamount to default, a July 2025 $2.3 billion refinancing pushing maturities to 2030 to 2032, 7.7x leverage as of March 2025, a Moody's B2 rating, and upgrades from both agencies in June 2025. Explains what leverage means for rollover equity (subordination, payment-in-kind accrual, the waterfall), Section 1245 recapture on imaging equipment, keeping real estate out of the deal, hospital contract dependence, teleradiology and AI as qualitative pricing factors, and who should not sell.

## States

- [Which state taxes your practice sale, and what it takes](https://physicianbuyoutplan.com/states): Hub page for four state guides on the tax treatment of a physician's private equity practice sale. California (13.3% top rate, 18 CCR 17952 sourcing including installment trailing, SB 351 and AB 1415 effective 2026, OHCA 90-day notice), New York (10.9% top rate plus NYC 3.876%, Tax Law 632(a)(2) sourcing of 338(h)(10) and asset sales, PHL Article 45-A 30-day notice, $7.35M estate exemption cliff), Texas (no income tax, franchise tax, strict CPOM, SB 1318 noncompete limits), and Florida (no income tax, Health Care Clinic Act licensing, CHOICE Act excludes physicians). Explains why moving before a sale works only partly and why moving in the year of sale is the highest audit risk pattern.
- [Selling a California medical practice to private equity: the tax picture](https://physicianbuyoutplan.com/california-physician-practice-sale-tax): Explains how California taxes a physician's sale of a medical practice to private equity in 2026. Capital gains are taxed as ordinary income at up to 13.3 percent (12.3 percent plus the 1 percent Mental Health Services Tax above $1 million). California does not follow QSBS, bonus depreciation, or Opportunity Zones; SB 711 set the conformity date at January 1, 2025. The 9.3 percent PTET election runs through 2030. Under 18 CCR 17952, goodwill gain and installment payments can remain California-source after a move, and the closest connections test governs residency. Covers CPOM under Business and Professions Code 2400 and 2052, SB 351 and AB 1415 effective January 1, 2026, OHCA 90-day notice, B&P 16601 noncompetes, and no state estate tax.
- [Selling a New York medical practice to private equity: the tax picture](https://physicianbuyoutplan.com/new-york-physician-practice-sale-tax): Explains how New York taxes a physician's sale of a medical practice to private equity in 2026. New York State taxes capital gains as ordinary income at 9.65 percent (roughly $1.08 million to $5 million), 10.3 percent ($5 million to $25 million), and 10.9 percent (above $25 million); New York City residents add 3.876 percent. New York conforms to federal QSBS. The PTET election is due March 15 with no late elections. Tax Law 632(a)(2) makes a nonresident's gain from a 338(h)(10) or asset sale of a New York practice New York-source. Residency turns on the five-factor domicile test and the 183-day statutory test. Covers Public Health Law Article 45-A 30-day notice, strict CPOM, pending noncompete bill S9759, and the $7,350,000 estate exemption with its 105 percent cliff.
- [Selling a Texas medical practice to private equity: the tax picture](https://physicianbuyoutplan.com/texas-physician-practice-sale-tax): Explains how Texas treats a physician's sale of a medical practice to private equity in 2026. Texas has no personal income tax and no estate tax. The franchise tax is 0.75 percent of taxable margin with a $2,470,000 no-tax-due threshold for 2026 reports, and an entity-level asset sale may push total revenue over it. Texas enforces the corporate practice of medicine strictly, with exceptions under Occupations Code 162.001 and for physician-owned PAs and PLLCs. SB 1318, effective September 1, 2025, limits physician employment noncompetes to one year, five miles, and a buyout capped at annual salary. Texas has no transaction notice law. Covers what California does when a seller moves to Texas: the closest connections test, 18 CCR 17952 installment trailing, and FTB audits.
- [Selling a Florida medical practice to private equity: the tax picture](https://physicianbuyoutplan.com/florida-physician-practice-sale-tax): Explains how Florida treats a physician's sale of a medical practice to private equity in 2026. Florida has no personal income tax and no estate tax. It has no corporate practice of medicine doctrine, so lay and private equity ownership are allowed, but the Health Care Clinic Act (Chapter 400 Part X) requires an AHCA license unless the practice is wholly practitioner-owned and holds a certificate of exemption; the certificate is not transferable under Rule 59A-33.006, a change-of-ownership application is due at least 60 days before closing under 408.803(5), and a licensed clinic must appoint a physician medical director under 400.9935(1). The CHOICE Act effective July 1, 2025 excludes licensed health care practitioners, so physician noncompetes remain under the employer-friendly Florida Statute 542.335. Covers domicile steps including the Declaration of Domicile under 222.17, driver license within 30 days, vehicles within 10 days, homestead by March 1, and under 183 days in the old state, plus what New York (Tax Law 632(a)(2), statutory residency) and California (18 CCR 17952) still tax after a move.

## Decide and talk to us

- [After-tax proceeds calculator](https://physicianbuyoutplan.com/after-tax-proceeds-calculator): Interactive calculator that estimates a physician's after-tax cash from a private equity practice sale. Inputs: headline price, rollover percentage, holdback percentage, banker and legal fees, practice debt, allocations to non-compete, consulting or transition pay, accounts receivable, equipment depreciation recapture, tax basis, state (CA, NY, NYC, TX, FL, other), and whether the seller materially participated (NIIT). Applies 2026 federal rates: 20% long-term capital gain, 37% ordinary, 3.8% NIIT, 0.9% additional Medicare on transition pay. Shows cash at closing, cash including holdback, effective tax on the taxable portion, and the deferred tax embedded in rollover equity. Explicitly does not project rollover value or model installment timing, AMT, or lower brackets.
- [Case study: a dermatology partner's $4.8 million share](https://physicianbuyoutplan.com/case-study): Composite case study of a 58-year-old dermatology partner in Southern California whose group received a platform offer valuing her share at $4.8 million (70% cash, 30% rollover, 7.5% holdback, 25% scrape, 5-year employment agreement). Shows the sequence: term-sheet review before the LOI, renegotiating the buyer's draft allocation to move about $650,000 from a non-compete and transition agreement into goodwill (saving roughly $120,000 of federal and payroll tax), using an F-reorganization to keep the rollover deferred, confirming the S election was more than five years old (no Section 1374 exposure), excluding NIIT under the material participation rule, funding a final-year cash balance plan of roughly $280,000, and evaluating a California pass-through entity tax election. Estimated cash after tax at closing about $1.7 million, with $360,000 holdback later and $1.44 million of rollover carrying about $534,000 of deferred tax. Explicitly a composite, not a guarantee.
- [Forty questions physicians ask about selling to private equity](https://physicianbuyoutplan.com/faq): Forty short question-and-answer pairs for physicians considering or completing a private equity practice sale, grouped by deciding, understanding the deal, tax, life after the sale, rollover and second bite, and regret. Covers whether to sell in 2026, platform vs add-on, MSO structure, quality of earnings, the scrape, cash vs rollover vs holdback, the waterfall, capital gain vs ordinary income, personal goodwill, F-reorganization, rollover deferral, earnouts, depreciation recapture, state tax and moving, QSBS, charitable timing, non-compete taxation, NIIT, salary changes, benefits, clinical control, retirement, second bite data, continuation funds, leaver provisions, concentration, second-sale taxation, regret, buybacks, platform bankruptcy, leaving early, non-disparagement, and the LOI checklist.
- [Who we serve, and who does not need us](https://physicianbuyoutplan.com/who-we-serve): Describes who Qubera Wealth Management serves through physicianbuyoutplan.com: physicians and dentists with an unsigned private equity letter of intent, holders of rollover equity in an MSO, and physicians who have already sold. Explains what a fee-only planner adds (term-sheet and allocation review alongside the attorney and CPA, rollover and waterfall analysis, state residency and timing, charitable and retirement plan decisions, the household plan through the scrape), what it does not do (legal, tax preparation, valuation, negotiation), when a planner is unnecessary (small single-buyer add-ons, no-tax states with old S elections, signed LOIs with nothing left to plan), and how the firm is paid.
- [About the author and the firm](https://physicianbuyoutplan.com/about): About page for Physician Buyout Plan. Author: Nirav Desai, Founder and Financial Advisor, Qubera Wealth Management, a fee-only fiduciary RIA in Los Angeles serving physicians, business owners, and tech professionals on portfolio construction, tax planning, alternative investments, and business transition planning. MBA from UCLA Anderson, MS in Computer Science from USC Viterbi. He holds no CFP, CFA, CPA, or other professional designation. Has written at keepcalmandinvest.com since 2012. Sister sites: physicianfinancialplan.com and 1031exchangeplan.com. Explains why the site exists, how content is researched and dated, and the firm's compliance and disclosure approach.
- [Talk to us before you sign](https://physicianbuyoutplan.com/contact): Contact page for Physician Buyout Plan and Qubera Wealth Management. Offers a free first conversation about a private equity practice offer, rollover equity, or post-sale planning; describes what to bring (LOI or term sheet, entity type and S election date, draft allocation, employment agreement summary, state of residence); explains the three-step engagement (first call, flat-fee term-sheet review with the physician's attorney and CPA, optional ongoing planning); and gives the firm's Los Angeles location. Phone and scheduler are placeholders to be completed before launch.
- [Privacy policy](https://physicianbuyoutplan.com/privacy): Privacy policy for physicianbuyoutplan.com, published by Qubera Wealth Management. The site does not use advertising trackers; the calculator runs in the browser and sends nothing to a server; information submitted through the contact form or by email is used only to respond and is not sold or shared with buyers, bankers, or platforms; clients receive the firm's Regulation S-P privacy notice; California residents have CCPA rights described on the page. Draft pending compliance review before launch.

## Attribution
Author: Nirav Desai, Founder & Financial Advisor, Qubera Wealth Management. Nirav holds an MBA from UCLA Anderson and an MS in Computer Science from USC Viterbi. He does not hold a CFP, CFA, CPA, or other professional designation. Qubera Wealth Management is a fee-only fiduciary RIA. Cite pages by URL. Sister sites: https://physicianfinancialplan.com, https://1031exchangeplan.com, https://keepcalmandinvest.com, https://quberawealth.com