organisational structures and the white paper l.
Skip this Video
Loading SlideShow in 5 Seconds..
Organisational Structures and the White Paper PowerPoint Presentation
Download Presentation
Organisational Structures and the White Paper

Loading in 2 Seconds...

play fullscreen
1 / 20

Organisational Structures and the White Paper - PowerPoint PPT Presentation

  • Uploaded on

Organisational Structures and the White Paper. Tim Merritt LLB (Hons) British Medical Association. Why Federate (or formally re-structure)?. GMS or PMS Practice Based Commissioning APMS Provider Arm GP Commissioning (White Paper). Different Types of Structure. Company Limited by Shares

I am the owner, or an agent authorized to act on behalf of the owner, of the copyrighted work described.
Download Presentation

PowerPoint Slideshow about 'Organisational Structures and the White Paper' - Mia_John

An Image/Link below is provided (as is) to download presentation

Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author.While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server.

- - - - - - - - - - - - - - - - - - - - - - - - - - E N D - - - - - - - - - - - - - - - - - - - - - - - - - -
Presentation Transcript
organisational structures and the white paper

Organisational Structures and the White Paper

Tim Merritt LLB (Hons)

British Medical Association

why federate or formally re structure
Why Federate (or formally re-structure)?
  • GMS or PMS
  • Practice Based Commissioning
  • APMS
  • Provider Arm
  • GP Commissioning (White Paper)
different types of structure
Different Types of Structure
  • Company Limited by Shares
  • Company Limited by Guarantee
  • Social Enterprise Company (including CIC)
company limited by way of shares
Company Limited by Way of Shares
  • Comprises of shareholders
  • Requires share capital (could be unpaid)
  • Shareholders/Directors liability is limited to amount of unpaid share capital
  • Income by way of directors’ remuneration and/or dividend issue
  • Ideal vehicle for revenue generation, i.e., profit making
  • Suitable for NHS pensions
company limited by way of guarantee
Company Limited by Way of Guarantee
  • Comprises of members rather than shareholders
  • Guarantee is £1 sterling on winding-up
  • Suitable for profit and non-profit activities
  • Best vehicle for membership organisations
  • Not suitable for NHS pensions
social enterprise
Social Enterprise
  • Not for profit
  • Of benefit to local community


  • Slightly more expensive than setting up limited company;
  • Asset Lock;
  • Capped profits;
  • No special tax status or tax breaks; and
  • Less flexible in its objectives
  • Income not pensionable under the NHS Pension Scheme (beware offers of lump sums by PCTs)
articles of association
Articles of Association
  • Articles of Association – managing the company
  • Think about:
    • Board – how are they elected?
    • Quorum and voting
    • Disqualification criteria
    • AGMs
    • Conflict of Interest
    • What does the company want to do?

(used to be in Memorandum of Association but now can be included in Articles of Association)

practical considerations
Practical Considerations
  • Registered office
  • Funding
  • Bank accounts and signatories
  • Disclaimers on websites/email
  • Letterheads
  • Staffing
  • Company Limited by Way of Shares- only viable structure for pension purposes
  • Company Limited by Way of Guarantee- limited pension access (e.g. OOH)
  • Social Enterprise- no access to NHS Pension Scheme but staff could via Closed Direction
  • LLP- non-starter
pensions continued
Pensions Continued
  • Community Services Contracts- if already a GMS/PMS Provider, DH more relaxed about access BUT any new organisation will fail but may apply for Closed Direction
  • Sub-Contracting Work- no access because you are no longer the providing entity
tax and vat
  • Check with your accountant with regard to Tax liability
  • Check your employees and employment re VAT
  • Transfer of Undertakings (Protection of Employment) Regulations 2006
  • Protects Staff on a “Business Transfer”
  • “Business Transfer”
    • Sale of Business/part of it
    • Change of Service Provider
    • Transfer of a Lease
    • Restructure of Business
  • Protects Staff
  • Staff Automatically Transfer to New Entity
  • New Entity Inherits Staff, their Contracts of Employment and all rights/liabilities
    • Continuity Service – Preserved
    • Statutory/Contractual Claims
    • Personal Injury Claims
dismissals varying terms conditions
Dismissals & Varying Terms/Conditions
  • Protects Staff
  • Dismissal for reason connected with TUPE = Automatically unfair
  • Only Defence: Economic, Technical, Organisational (ETO) Reason
  • Can’t Change Terms and Conditions: Unless ETO reason
contract awards
Contract Awards
  • Usually via a successful bidding and tendering process
  • Watch out for the small print in the ITT
  • Bring in advisers at an early stage
  • Note: you are bound by what you say in the ITT
the white paper and commissioning
The White Paper and Commissioning
  • See the current GPC guidance
  • Beware of organisations telling you what to do or what will happen
  • What are consortia?

- the commissioning of secondary

healthcare will devolve to GP consortia

- public bodies regulated by statute

the white paper and commissioning continued
The White Paper and Commissioning Continued

- Commissioning will be aimed at “any

willing provider” including GP providers

- Every GP practice will have to

become a member of a consortium

- All consortium will be regulated and

controlled by The NHS

Commissioning Board

- The NHS Board will hold all core

primary care contracts (GMS/PMS

etc) – not the consortia

what can gps do now
What Can GPs Do Now?
  • Watch out for more documentation from the GPC
  • Be familiar with bidding/tendering and basic contractual issues
  • Do not set up as consortia now – the form of structures is not yet clear
bma law
  • Backing and expertise of the BMA
  • More cost effective than law firms - no ‘never-ending’ hourly rates
  • Fixed price package – more than just incorporation
  • An enhanced membership benefit – surplus goes straight back to membership services
  • No fees up front
  • Unlimited calls/meetings
  • Free scoping meetings
  • Insurance package
bma law full range of corporate commercial services
BMA LAW: Full range of corporate/commercial services
    • Setting up and advising on corporate structures
    • Employment law related to TUPE and corporate structures and drafting employment contracts
    • Commercial contract review
    • Bidding & Tendering advice
    • Negotiation and advice on larger medical contracts such as Polyclinics or establishment of Walk in Health Centres
    • Financial and VAT advice via external tax advisors
    • Seminars and workshops on: Directors Duties and Company Law Reform; Employment Law; Partnership Disputes & Splits; Medical Partnership Agreements; Libel & its consequences; Negotiation, Local Disputes and Basic Contract Law; Competition Law; Structures for LMCs
  • Contact – / 0207 383 6976