By Dagmar Llaudy, Esq. · Llaudy Law · Miami, Florida
Charts are the last item on most closing checklists and the first thing a former patient asks for. Florida law does not treat them as an asset that moves with the furniture: it names a records owner, imposes notice obligations on the practitioner who is leaving, and places a continuing duty on whoever receives the file. Handling patient records in a practice sale correctly means resolving three questions before closing rather than after — who owns them now, who has to tell the patients, and who answers the phone in two years when a request arrives. Get those wrong and the problem does not surface at closing. It surfaces when someone needs their chart.
The obligations are not symmetrical. Some fall on the seller, some on the buyer, and one falls on whoever happens to hold the file at the moment the request is made.
Who Owns the Records, and Why That Is a Defined Term
“Records owner” is a statutory role, not a description
Section 456.057, Florida Statutes — Ownership and control of patient records; report or copies of records to be furnished; disclosure of information — defines a records owner as a health care practitioner who generates a medical record after examining or treating a patient. It also reaches the practitioner’s employer where “the employment contract or agreement between the employer and the health care practitioner designates the employer as the records owner.”
That definition decides who has the obligations
If the entity is the records owner by contract, the entity carries the duties. If it is not, the individual practitioners do, and a transaction that assumes the practice owns the charts may be transferring something the seller did not hold.
Check the employment agreements before you assume
The designation lives in the employment contract. A practice does not become the records owner because it paid for the server. Confirm the language, practitioner by practitioner, before the transaction proceeds on the assumption.
Where the designation is missing, fix it in the transaction
If the agreements are silent, the point has to be addressed with the practitioners themselves rather than resolved between buyer and seller. That takes time, which is why it belongs in diligence.
Patient Records in a Practice Sale: What Section 456.057 Requires
Four obligations matter in a sale, and they land on different parties at different moments.
Notice to patients, by advertisement or in writing
Records owners must “place an advertisement in the local newspaper or notify patients, in writing, when they are terminating practice, retiring, or relocating, and no longer available to patients, and offer patients the opportunity to obtain a copy of their medical record.”
Two elements, and the second is the one that gets dropped: the notice has to offer patients the opportunity to obtain a copy, not merely announce a change.
Notice to the board, naming the new records owner
Records owners must “notify the appropriate board office when they are terminating practice, retiring, or relocating, and no longer available to patients, specifying who the new records owner is and where medical records can be found.”
That filing requires the transaction to have decided, before the notice goes out, who the new records owner is and where the records will live. Those are not questions to answer in the week after closing.
The receiving owner takes on a continuing duty
“Whenever a records owner has turned records over to a new records owner, the new records owner shall be responsible for providing a copy of the complete medical record, upon written request, of the patient or the patient’s legal representative.”
The duty follows the file. Accepting the records means accepting the obligation to produce them, indefinitely, to people who are no longer anyone’s patients.
Copies are furnished timely, and priced at cost
Practitioners must “furnish, in a timely manner, without delays for legal review, copies of all reports and records” on request, and a records owner furnishing copies “shall charge no more than the actual cost of copying, including reasonable staff time, or the amount specified in administrative rule.”
What You Need Before the Records Move
An inventory, with a date on it
What exists, in what format, for what period, at what location. Paper and electronic, active and archived, on-site and in storage. An inventory taken before the transfer is the only thing that distinguishes a gap you disclosed from a gap you created, and it is the document nobody regrets having spent an afternoon on.
The employment agreements that designate the records owner
For every practitioner who generated records in the relevant period, including those who have left.
The systems picture
Which electronic system holds what, who has administrative access, what the vendor contract says about transfer and export, and whether the data can leave in a usable form. A record you cannot export is a record you cannot produce, and the discovery usually happens at the worst possible moment, which is when somebody has already asked for it.
The retention obligations that apply to this practice
Retention periods are set by the rules governing each profession rather than by § 456.057 itself, so the applicable period has to be identified for each practitioner type in the practice before a schedule is written. Do not assume a single number covers everyone.
Step 1: Establish Who the Records Owner Is Today
Read every employment agreement for the designation
The clause either exists or it does not. Where it exists, the entity is the records owner and the transaction can move the role. Where it does not, the individual practitioner holds it.
Identify the departed practitioners separately
Records generated by practitioners who left years ago still have an owner, and that person may no longer be reachable or may never have signed an agreement designating the practice. Establish the position now, in writing, rather than when a request arrives and the answer has to be improvised.
Document the conclusion in the transaction file
A short memorandum naming the records owner for each period and each practitioner is worth more later than a well-organized set of boxes.
Step 2: Handle the Notice Obligations
Decide who is terminating practice, and when
The notice obligation is triggered by a practitioner terminating practice, retiring or relocating and no longer being available to patients. In a sale where the seller stays on to transition, that date may be months after closing, and the notice should follow the actual event rather than the closing.
Choose the newspaper advertisement or the written notice deliberately
The statute permits either. Written notice to patients is more useful to patients and produces a better record; the advertisement is the fallback where a full patient list is not workable. Whichever is used, the offer to obtain a copy has to be in it.
File the board notice with the required contents
It has to specify who the new records owner is and where the records can be found. That means the answer has to be settled first.
Keep proof of both, in the closing file
Dated copies, in the binder, alongside the records inventory. Years later the question will not be whether the notice was given. It will be whether anyone can show it.
Step 3: Transfer Custody, Not Just Boxes
Move the obligation deliberately, in writing
The purchase agreement should say who becomes the records owner, for which records, from what date, and what each party will do if a request arrives for a period the other one held. That last clause is the one that gets used. Requests do not arrive sorted by ownership period, and without an agreed routing the first one produces a conversation between two parties who no longer have a reason to be helpful to each other. The wider acquisition timeline has the same problem in other places, and it is solved the same way: by deciding in advance rather than at the moment of need.
Confirm the receiving party can actually produce
The duty is to provide a copy of the complete medical record on written request, in a timely manner and at the cost of copying. An operation that received the boxes but cannot search them, or that inherited a system it cannot log into, has accepted a duty it cannot perform and will discover that fact on the first request rather than on the last.
Address the electronic records as their own workstream
Export, migration, format, indexing and access rights are technical questions with a compliance answer, and they take longer than anyone plans for. Start them in diligence.
Two questions decide most of it. Can the data leave the system in a form that is complete and readable without the original software, and does the vendor contract permit the transfer at all. A negative answer to either one is not a technical inconvenience; it is a constraint on whether the receiving party can perform the duty it is about to accept.
Do not leave records with the seller informally
An arrangement in which the seller keeps the archive and promises to help is a control that exists on paper only. If the seller retains records, that has to be documented, with access rights that survive the relationship.
Step 4: Set the Retention Schedule
Build one schedule covering every applicable rule
Different professions and different record categories carry different periods. Identify each one that applies to this practice, and use the schedule rather than a single assumed number.
Note where other obligations run longer
Records tied to program participation, to open audits or to litigation holds are governed by those requirements as well, and the longest applicable obligation controls that file. Mark those records so that the schedule does not reach them by default, because a general retention policy applied to a file under hold produces exactly the wrong outcome.
Assign the schedule to a person
A retention policy that belongs to no one is a policy that will be applied by whoever is cleaning out storage. Name the person in the same document that sets the schedule, and put the first review date in the post-closing plan rather than leaving it to be picked up once the transition has settled.
Do not destroy anything during a transaction
Destruction during diligence, during an open audit or during a records request is a different problem entirely. The default during a transaction is to preserve.
That includes routine destruction that would otherwise be correct. A retention schedule operating automatically in the middle of a transaction can dispose of exactly the documents an auditor or a buyer later asks about, and “the schedule ran” is a weak answer to a question about a missing file. Suspend the schedule for the duration and record that you did.
Where the Licensure Obligation Overlaps
Chapter 408 puts records on the transferee too
Under § 408.807, Florida Statutes, the transferee in a change of ownership must “maintain records of the transferor”, including client records, inspection reports and applicable Medicaid documentation. That is a licensure obligation running alongside the § 456.057 duty, and it reaches categories of record that are not clinical charts at all.
Program records have their own logic
Documentation supporting claims is what an audit examines, and its availability decides whether a claim can be defended. Losing it in a transition converts a defensible claim into an indefensible one. Healthcare due diligence in Florida treats those records as part of the exposure file rather than as archive.
That matters most where the entity’s entitlement to bill is itself in question. Where an operation relied on a clinic licensure exclusion, the ownership records for the relevant period are as important as the clinical charts, because they are what the analysis rests on.
The two obligations do not have the same holder
Section 456.057 follows the records owner. Section 408.807 follows the transferee of a licensed operation. In a transaction those may be different entities, and the transaction should say so explicitly. The AHCA change of ownership filing is where the licensure side of it sits.
What to Do With Records the Seller Keeps
Sellers often retain part of the archive, and the arrangement is almost never documented properly.
Decide whether retention is deliberate or accidental
A seller who keeps the charts of patients who did not transfer has made a decision. A seller who keeps three filing cabinets because nobody moved them has not. Only the first is manageable.
Write the access arrangement down, with an end date
Who holds what, for how long, how a request is routed, who pays for retrieval, and what happens if the seller retires, moves or dies. An arrangement that depends on a former owner remaining reachable is a control that exists on paper only.
Make sure the board notice matches reality
The filing specifies where medical records can be found. If part of the archive stays with the seller, the notice has to reflect that rather than describing a single location that does not hold everything.
Treat the arrangement as part of the deal, not as a favour
Records retention has a cost and a duration. Where the seller retains records, the purchase agreement should say so, price it if it is material, and survive the closing. What else a buyer inherits frequently arrives through arrangements that were never written down, and the diligence work is where this one should have been found.
Common Mistakes That Surface Two Years Later
Assuming the practice owns the charts
It owns them only where the employment agreements designate it as the records owner.
Announcing the change without offering the copies, or filing the board notice before deciding where the records will live
The patient notice obligation includes the offer of a copy; an announcement is not a notice. And the board filing has to specify the new records owner and the location, which means the transaction has to answer both questions before the notice goes out rather than after.
Taking custody of records that cannot be searched
The duty is to produce a complete record on written request. Custody without capability is an unperformable obligation, and it is usually discovered by the first person who asks.
Treating retention as one number, and leaving the archive with the seller on a handshake
Retention is a schedule, built from the rules that apply to each practitioner type and each record category and lengthened by audits, holds and program requirements. And where the seller retains records, the arrangement needs to be written, with access rights and an end date, and it needs to survive the seller’s own next transaction.
Four questions worth asking before closing. Who is the records owner for each practitioner and each period, and where is that written. Who is giving the patient notice, when, and does it include the offer of a copy. What does the board notice say about where the records will be found. And can the party receiving the records actually produce a complete chart on written request.
Expected Outcome: A Transfer Nobody Has to Reconstruct
The markers of a file that was handled properly
A dated inventory of what was transferred, by format and period. A memorandum naming the records owner for each practitioner and each period. Proof of the patient notice, including the offer of copies. Proof of the board notice, specifying the new records owner and location. A written custody arrangement covering anything the seller retained. And a retention schedule assigned to a named person.
What that prevents
None of it is difficult work. It is early work, which is a different problem: every item on that list is straightforward while the parties are still talking to each other every day, and awkward once the transaction has closed and the seller has moved on.
It prevents the request that arrives in year three and finds nobody who knows where the file is, and it prevents an audit that cannot be defended because the supporting documentation went into storage without an index.
The practical rule is simple: records do not transfer, obligations do. Decide who holds each obligation, write it down before the notices go out, and keep the proof where the closing documents are. The full acquisition picture puts this alongside the licensure and enrollment work it shares a timeline with.
Frequently Asked Questions
Who is the records owner in a Florida medical practice?
Under § 456.057, the health care practitioner who generated the record after examining or treating the patient, or the practitioner’s employer where the employment contract designates the employer as the records owner.
What notice do patients get when a practitioner leaves or a practice is sold?
A records owner terminating practice, retiring or relocating and no longer available to patients must advertise in the local newspaper or notify patients in writing, and must offer patients the opportunity to obtain a copy of their medical record.
Does the board have to be told?
Yes. The records owner must notify the appropriate board office, specifying who the new records owner is and where the medical records can be found.
What happens to the obligations after the records are handed over?
They follow the file. Where a records owner has turned records over to a new records owner, the new owner is responsible for providing a copy of the complete medical record on written request of the patient or the patient’s legal representative.
What can be charged for copies?
No more than the actual cost of copying, including reasonable staff time, or the amount specified in administrative rule, and the copies must be furnished in a timely manner without delays for legal review.
How long do the records have to be kept?
Section 456.057 does not itself set the period. Retention is governed by the rules applicable to each profession, and by any longer obligation arising from program participation, an open audit or a litigation hold, so a practice with several practitioner types needs a schedule rather than a single number.
About the author. Dagmar Llaudy is a trial lawyer at Llaudy Law in Miami, Florida, practicing in health law, corporate transactions and general litigation. She has been a member of The Florida Bar since 2000 and is admitted in the Southern and Middle Districts of Florida. She practices in English and Spanish. More on the firm’s health care law work is on the practice page.
This article is general information about Florida patient record ownership, notice and retention in a practice transaction. It is not legal, clinical or privacy compliance advice, and it does not describe any particular practice, record set or transfer. Reading it, or contacting us through this site, does not create an attorney-client relationship. Florida statutes and board rules are amended, and retention periods and notice requirements vary by profession and by record category. If you are buying or selling a practice in Florida, speak with a licensed attorney before you move records or send a notice.
Talk to Llaudy Law
Llaudy Law is a boutique law firm in Miami, Florida, handling health care law, real estate closings and title work, corporate and business transactions, estate planning, civil litigation and Chapter 7 bankruptcy. If you are transferring a practice and its records, we will tell you which obligations move with the file and which stay behind.
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