three ODs signing a contract Roxanne Arnal sept 2026 ECBC article

Whether you’re entering a partnership, signing a shareholders’ agreement, or setting up a joint venture, shared ownership is becoming more common in optometry. It can give you access to capital, support your succession plans, and spread out the responsibilities of running the practice. But the real test of these arrangements is not how they begin, it’s how well they adapt when circumstances change.

Most ownership arrangements are put in place when everyone is aligned and optimistic about the future. The real value of a formal agreement shows up later, when circumstances change in ways no one expected.

Ownership vs. Control

One of the first questions to clarify is whether your ownership percentage actually gives you the decision-making authority you expect.

Your agreement may set different voting requirements for major decisions. Expanding the practice, bringing in a new owner, taking on significant debt, or selling the business may require more than a simple majority and, in some cases, everyone may need to agree.

Getting clear on these issues early can prevent disagreements later, especially when the real problem is simply that each owner has different expectations.

Planning for Life Events

Careers rarely unfold exactly as planned. Someone may want to reduce their clinical hours, retire earlier than expected, or step back because of a health challenge.

Before you sign, or at your next agreement review, make sure you can answer questions such as:

  • What happens if you or another owner wants to leave?
  • How will a prolonged disability be handled?
  • Can someone keep their ownership interest if their clinical involvement changes?
  • What happens when an owner retires or dies?

These conversations may feel uncomfortable, but they are much easier to have before a situation happens.

Valuation Matters

If an owner wants, or needs to sell, agreeing on a fair price can become surprisingly contentious. Your practice may have significant goodwill, growth potential, and future earning capacity that each owner may value differently.

For this reason, your agreement should set out a valuation process in advance. Whether you update the value regularly, use a formula or bring in an independent third party when needed, a defined process can reduce uncertainty when an owner leaves.

Contributions Change Over Time

Over time, the way each owner contributes will likely change. One person may take on more management responsibility while another elects to focus primarily on patient care.

As those responsibilities shift, a compensation structure that once felt fair may no longer feel that way.

Review expectations, workload, and compensation regularly. This helps keep the arrangement aligned with how the practice operates today and not just how it operated when the agreement was first signed.

A Business Relationship Deserves Business Planning

Most shared-ownership arrangements begin with trust, mutual respect, and a common vision. A formal agreement does not replace these qualities but rather provides a framework for working through the uncertainty that comes with owning a practice together.

As an optometrist, your practice is often both your career and one of your most significant financial assets. Whether you own it through a partnership, corporation, or joint venture, a clear agreement can help protect your business, your investment, and the relationships behind it.

The best time to work through these difficult questions is before you are facing a difficult situation.

You cannot eliminate every uncertainty. But with the right framework in place, you can face change with greater clarity, confidence, and control all while treating each owner fairly.

 

Have more questions? We’re here to help.

Roxanne Arnal is a Certified Financial Planner®, Chartered Life Underwriter®, Certified Health Insurance Specialist, former optometrist, Professional Corporation President, and practice owner. She is dedicated to empowering individuals and their wealth by helping them make smart financial decisions that bring more joy to their lives.

This article is for information purposes only and is not a replacement for personalized financial planning or legal advice. Errors and omissions excepted.

 


Share:
Rate:

0 / 5. 0

Check list photo for ROI article

Yes, another checklist for your summer planning session. This stuff matters. A lot! Get it together, along with last week’s checklists, and you will be a top-value practice owner.

Essential/Critical Items

  • Proper, Written Associate and Employee Contracts
  • Premises Lease, Renewal and Assignment Options
  • Bank-Approved Professional Appraisal
  • Professional Incorporation and Minute Book Compliance
  • Clinical Services and Procedures Analysis
  • Active Patient Count, Complete with Demographics
  • Performance Data by Practitioner, per Hour/Day/Month
  • Accounts Receivable: Fully Reconciled and Purified

HOW DO I GET STARTED?

  • Assemble a team of professionals who have dealt with numerous optometric practice transitions.
  • Understand when and why each transition item should be introduced during the selling process. There is a strategic path to follow to ensure the integrity of your goodwill is maintained at all times.
  • Every transition is unique. Your broker will help you understand the many other transition items that will be added to your customized checklist.
  • Your ROI Broker will provide a transition manual explaining the dozens of minor business issues that will be transferred to the new owner and guide you through the many steps in the process, such as how, what and when to tell staff and patients.

 

Jackie Joachim

JACKIE JOACHIM

Jackie Joachim graduated from the University of Toronto with a Bachelor of Arts degree in Economics and Political Science and has close to 30 years of experience in the health care sector. She began her career in banking where she learned how to finance health care practices. With 10 years of experience in practice management, she developed and delivered seminars to healthcare professionals across the country, coached hundreds of practitioners for planning, marketing, patient education, human resources and financial management. She has been a keynote speaker at both national and provincial association conventions where she has had the privilege of speaking with thousands of health care professionals across Canada.  You can reach at  Jackie.joachim@roicorp.com or 1-844-764-2020.


Share:
Rate:

0 / 5. 0

Roxanne Arnal Debt Free, Cash Free Deals in an Optometry Practice Sale July 2026

When an optometry practice changes hands, attention often settles on the purchase price. But beneath that number is a more practical question: what exactly is being transferred to the buyer, and what remains with the seller?

A “debt free, cash free” deal is one way this is addressed, particularly when equipment financing, leases, inventory, and working capital are involved. The phrase sounds simple, but the details can materially affect what the buyer receives and what the seller keeps.

What does “debt free, cash free” mean?

At its core, this structure separates the operating value of the practice from its financing history. The buyer acquires the clinic, patient base, goodwill, systems, and operating assets, but not the seller’s excess cash or debt obligations.

For optometry practices, this distinction matters because equipment loans and leases are often tied directly to the assets needed to run the clinic. Exam lanes, imaging systems, diagnostic technology, and optical equipment may all carry financing that must be dealt with before closing.

Equipment loans and the reality of settlement

Equipment loans are often paid out before closing so the buyer receives the equipment free and clear. That keeps the transaction clean, but it also affects the seller’s net proceeds.

A practice may have a strong headline value, yet the owner’s actual outcome can be reduced if recent technology purchases still carry significant debt. This is one reason sellers need to look beyond the sale price and understand how financing will be settled.

When are leases transferable?

Leases introduce a more nuanced layer. Unlike term loans, some equipment leases can be assigned to a buyer, subject to lender approval. When this happens, the obligation may travel with the asset rather than being paid out beforehand.

In practice, there are three common ways to address leases:

  • Assigned to the buyer: the buyer assumes the remaining payments, usually with lender approval and a purchase price adjustment.
  • Paid out by the seller: the seller clears the lease before closing so the asset transfers free and clear.
  • Handled through a negotiated adjustment: the economics of the lease are reflected in the deal rather than strictly assigned or paid out.

The important detail is that “transferable” does not mean “automatic.” Lease terms, lender policies, and buyer qualifications all matter. This should be clarified early in the transaction process to avoid last-minute disruption.

Working capital and inventory

Even in a debt free, cash free deal, the buyer expects to receive a clinic that can operate on day one. That usually means a normal level of working capital, including receivables, payables, prepaid expenses, and inventory.

Most transactions establish a working capital target that reflects what is typical for that practice. If the seller runs inventory unusually low before closing, or builds it up beyond normal levels, the purchase price may be adjusted back to the agreed baseline.

Inventory deserves particular attention in an optometry practice because frames, lenses, and contact lenses support both patient care and revenue generation. It is usually included as part of working capital delivered at closing, but it is not always valued at retail.

  • Inventory is typically measured at cost rather than retail value.
  • Slow-moving frames, outdated styles, or discontinued product lines may be discounted or excluded.
  • Unusual changes before closing are often adjusted back to a normal operating level.

For sellers, this can highlight capital tied up in product. For buyers, it helps ensure the clinic remains ready to operate immediately after closing.

The definitions drive the outcome

The phrase “debt free, cash free” provides structure, but the definitions drive the outcome. Which debts must be cleared? Which leases can be assigned? What level of working capital is normal? How will inventory be valued?

These details directly influence both the buyer’s experience and the seller’s net result. In optometry, where equipment investment and inventory management are part of daily practice life, clarity on these points can prevent surprises and create cleaner expectations on both sides.

Have more questions? We’re here to help.

Roxanne Arnal is a Certified Financial Planner®, Chartered Life Underwriter®, Certified Health Insurance Specialist, former optometrist, Professional Corporation President, and practice owner. She is dedicated to empowering individuals and their wealth by helping them make smart financial decisions that bring more joy to their lives.

This article is for information purposes only and is not a replacement for personalized financial planning. Errors and omissions excepted.

ROXANNE ARNAL,

Optometrist and Certified Financial Planner

Roxanne Arnal graduated from UW School of Optometry in 1995 and is a past-president of the Alberta Association of Optometrists (AAO) and the Canadian Association of Optometry Students (CAOS). She subsequently built a thriving optometric practice in rural Alberta.

Roxanne took the decision in 2012 to leave optometry and become a financial planning professional. She now focuses on providing services to Optometrists with a plan to parlay her unique expertise to help optometric practices and their families across the country meet their goals through astute financial planning and decision making.


Share:
Rate:

0 / 5. 0