What belongs in an operating agreement
Twenty-two decisions an operating agreement makes for you, whether or not you make them deliberately. Written for two or more owners starting a healthcare company.
Resources
This page holds two different things, and they answer two different questions. Both are open, and neither asks for an email address first.
Section one · Reading
Articles
Short pieces on what is changing in healthcare transactions and digital health law. Written when something moves, and dated so you can see how fresh it is.
Section two · Working documents
Handouts and checklists
Questions to work through before you call anyone. Take one away, answer it with your co-owners, and arrive at the first conversation ready.
Section one
Articles
What is changing, and what it means for an owner
Written by Babak Kalbasigharavi. Each piece answers one question that an owner actually asked this firm. The Texas, New York and Alaska series run five pieces each, on ownership, notice, licenses, non-competes, and the order a seller files in.
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25 September 2026 · Texas
In Texas only a physician-owned entity may practice medicine, and the rule has no single statute
Four sections hold the rule, the workaround has no statute, and the rule numbers moved in 2025.
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25 September 2026 · Texas
Texas requires no notice to the state before a healthcare business changes hands, and the 2025 bills that would have changed that both died
Thirteen states want advance notice of a healthcare deal. Texas is not one of them.
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25 September 2026 · Texas
A Texas healthcare license does not transfer, and the buyer applies for its own 30 days before the sale
Every HHSC license stays with the seller. The buyer files for its own, 30 days ahead.
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25 September 2026 · Texas
A Texas physician non-compete signed after September 1, 2025 is capped in length, in distance, and in buyout
One year, five miles, a buyout capped at a year of pay, and void on a firing without cause.
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25 September 2026 · Texas
What a Texas healthcare seller actually files, in order, from the entity check to the Comptroller's certificate
Five steps in the order they bite. The last is a tax certificate most sellers meet at closing.
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25 September 2026 · New York
A New York healthcare deal that adds $25 million of in-state revenue needs 30 days' notice, and the state cannot say no
The state must be told, and the state cannot say no. The test is revenue, not price.
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25 September 2026 · New York
Only licensed physicians may own a New York medical practice, and the statute behind the management fee is not the one most pages cite
Section 1507 voids the proxies, § 1510 forces a buyback, and § 6530(19) reaches a percentage fee.
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25 September 2026 · New York
A licensed New York facility cannot change control without the Public Health and Health Planning Council, and the review runs months
Facilities and home care agencies pass through the Council on a change of control. It takes months.
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25 September 2026 · New York
New York non-competes remain enforceable under a 1999 case, because every ban since 2023 has failed
The 1999 reasonableness test governs, and the bills that would replace it keep failing.
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25 September 2026 · New York
What a New York healthcare seller actually files, in order, including the Attorney General approval a nonprofit needs first
Five steps in order, plus the Attorney General approval a charitable seller needs first.
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25 September 2026 · Alaska
No Alaska statute bars the corporate practice of medicine, and the entity you choose decides everything that follows
Alaska never decided the question. The entity you choose decides it for you.
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25 September 2026 · Alaska
A sale alone does not trigger Alaska's Certificate of Need, and the $1.5 million line has not moved since 2014
The triggers are capital events, not sales. One non-physician owner ends the office exclusion.
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25 September 2026 · Alaska
Alaska requires no notice before a healthcare business changes hands, and asks for the license and the Medicaid file instead
No agency gets advance warning. The license and the Medicaid file set the timeline instead.
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25 September 2026 · Alaska
Alaska rewrites an overbroad non-compete instead of striking it, if the employer drafted in good faith
One 1988 case, and the employer must prove good faith before a court will help.
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25 September 2026 · Alaska
Tribal health, the 2026 compact law and no income tax: what is distinctly Alaskan in a healthcare deal, and the order a seller works through it
Tribal health under federal law, a compact joined in June 2026, and no income tax.
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24 September 2026
When a health app needs a business associate agreement, and when it does not
Most founders ask this question too late, and a third of them are asking it about the wrong entity.
No article here matches that. Try a broader word, or ask the question directly.
Section two
Handouts and checklists
What to work through before you call anyone
These are the questions this firm asks at the start of a matter. An owner who has answered them arrives at the first conversation ready. The conversation is often shorter and cheaper as a result.
Written by Babak Kalbasigharavi, Esq. These are reference materials, not legal advice. Reading one does not make you a client of this firm. None of it is a substitute for counsel who knows your facts and your state.
State healthcare transaction notice laws, 2026
Thirteen states want to hear about a healthcare deal before it closes. The federal government does not below $133.9 million. Each state's statute, trigger, clock and agency, on one page.