Medical Practice Attorney in Ohio

Medical Practice Attorney Practice in Ohio

Acquisition Stars advises buyers and sellers on medical practice attorney matters across Ohio. Acquisition Stars helps clients with healthcare acquisitions and works with independent healthcare regulatory counsel on the regulatory work. An associate supports the M&A work. We tell you who would handle your matter before any introduction, and you decide whether to proceed. Ohio enforces non-compete agreements under a reasonableness standard with blue-pencil authority. The state has no broad prohibition on non-competes, which provides seller-side flexibility. Ohio's franchise tax was eliminated, simplifying the tax picture for acquisitions. Whether you are acquiring a business, selling a company you have built, or navigating a complex transaction, the firm's approach is the same: senior M&A counsel leading the deal from the first draft through closing.

Ohio Transaction Considerations

Ohio's Commercial Activity Tax (CAT) is a gross receipts tax that applies regardless of profitability, which can create unexpected tax burdens for high-revenue businesses and affects deal valuation differently than income-based taxes
Ohio's Opportunity Zones and various incentive programs (Job Creation Tax Credit, InvestOhio) can represent significant value in business acquisitions
Ohio's diverse industrial base (automotive, healthcare, financial services) means industry-specific regulatory considerations vary widely by deal type

Ohio Legal Framework for Medical Practice Acquisition Law

Non-Compete Agreements

Enforceable with Raimonde reasonableness test. Reformation available.

Enforceable under common law if reasonable. Ohio courts apply a reasonableness test from the Raimonde v. Van Vlerah case line, considering whether the restriction is no greater than necessary to protect the employer's legitimate interests, does not impose undue hardship, and is not injurious to the public. Courts may reform (blue-pencil) overbroad covenants.

Tax Considerations

Ohio does not impose a traditional corporate income tax. Instead, it levies the Commercial Activity Tax (CAT), a gross receipts tax of 0.26% on taxable gross receipts over $1 million. The CAT applies regardless of profitability, which significantly affects deal modeling for high-revenue, low-margin businesses. Ohio is phasing down the CAT through 2025.

Filing Requirements

Entity mergers and conversions must be filed with the Ohio Secretary of State. The Department of Taxation requires tax clearance for asset purchases. Biennial (odd-year) reports are required for domestic corporations.

Bulk Sales / Asset Purchases

Ohio has repealed UCC Article 6 (Bulk Sales). Ohio Revised Code Section 5739.16 provides that an asset purchaser may be held liable for the seller's unpaid sales and use taxes if the buyer fails to withhold sufficient funds or obtain a tax release from the Department of Taxation.

Medical Practice Attorney in Ohio: Frequently Asked Questions

Does Acquisition Stars handle medical practice acquisition law matters throughout Ohio?

Yes. Acquisition Stars is a nationwide M&A law firm. Alex Lubyansky leads the M&A side of engagements for clients in Ohio directly, from deal strategy through closing. We work with clients in every major metro and smaller markets throughout the state.

How do Ohio non-compete laws affect business acquisitions and sales?

Enforceable under common law if reasonable. Ohio courts apply a reasonableness test from the Raimonde v. Van Vlerah case line, considering whether the restriction is no greater than necessary to protect the employer's legitimate interests, does not impose undue hardship, and is not injurious to the public. Courts may reform (blue-pencil) overbroad covenants.

What are the key Ohio tax considerations in a business transaction?

Ohio does not impose a traditional corporate income tax. Instead, it levies the Commercial Activity Tax (CAT), a gross receipts tax of 0.26% on taxable gross receipts over $1 million. The CAT applies regardless of profitability, which significantly affects deal modeling for high-revenue, low-margin businesses. Ohio is phasing down the CAT through 2025.

Does Ohio have a Bulk Sales Act that affects asset purchases?

Ohio has repealed UCC Article 6 (Bulk Sales). Ohio Revised Code Section 5739.16 provides that an asset purchaser may be held liable for the seller's unpaid sales and use taxes if the buyer fails to withhold sufficient funds or obtain a tax release from the Department of Taxation.

What should Ohio business owners look for in an M&A attorney?

Look for an attorney with genuine transaction experience, not just corporate formation work. Verify that the attorney has handled deals similar in size and structure to yours. In Ohio, confirm the attorney understands state-specific issues including Ohio's non-compete framework, successor liability rules, and any industry-specific regulations. At Acquisition Stars, Alex Lubyansky leads the M&A side of the engagement and reviews every transaction document, and the firm works with independent healthcare regulatory counsel on the regulatory work.

Other M&A and Securities Services in Ohio

Acquisition Stars handles M&A transactions for Ohio clients and works with independent securities counsel on securities matters. Alex Lubyansky leads every M&A engagement.

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