The Ultimate Guide to Professional Practice Structures: Optimizing for Tax, Protection, and Growth
I. The Strategic Imperative of Practice Structuring
Every professional practice, whether a startup medical clinic or an established specialist group, rests upon a foundational legal and financial structure. This structure is not merely a formality; it is the backbone of your business, dictating how you earn, how you are taxed, and how resilient your personal and professional assets are against risk.
The choice of structure is a decision that requires a forward-looking perspective. While simplicity often dictates the initial choice—a sole proprietorship being the path of least resistance—a structure chosen at the beginning of a career rarely serves the needs of a thriving, expanding enterprise a decade later. Growth, the introduction of partners, changes in family dynamics, and shifts in tax legislation all necessitate a fundamental re-evaluation. Failing to adjust is one of the most significant and costly strategic errors a practice owner can make, potentially leading to unnecessary tax leakage, crippling liability exposure, and insurmountable obstacles during succession.
The optimization of a practice structure must balance four critical pillars:
- Asset Protection: Shielding personal wealth from professional liability and business debt.
- Tax Efficiency: Minimizing the overall tax burden on practice income through income splitting, appropriate corporate rates, and capital gains concessions.
- Succession Planning: Ensuring a clear, defined, and tax-efficient mechanism for bringing in new partners or exiting the business.
- Operational Flexibility: The ease of distributing income, adjusting ownership, and complying with administrative requirements.
1. The Perils of Inadequate Structuring
Many professionals rely on their initial structure until a "trigger event" forces a sudden, expensive, and often sub-optimal change. These trigger events include:
- Significant Practice Growth: Pushing annual income into higher tax brackets.
- Adding a Partner: The initial structure cannot easily accommodate a new, unrelated owner.
- Acquisition of High-Value Assets: Purchasing the practice premises or expensive equipment exposes these assets to business risk.
- The Threat of Litigation: A professional negligence claim highlights the porous nature of a basic structure's asset protection.
A proactive approach involves regularly auditing your structure against your current and future goals, ensuring your legal framework is a strategic tool, not a historical limitation.
II. Stage 1: The Foundations of Solo and Simple Practice
The journey of practice structuring often begins with the most straightforward entities, prioritizing minimal setup cost and administrative ease.
2. The Sole Proprietorship (Sole Trader)
The sole proprietorship, where the individual professional is the business owner and entity, is the default starting point for most independent practitioners.
2.1. Advantages of Simplicity
- Ease of Setup and Administration: Virtually no formal legal requirements beyond initial professional registration. Minimal compliance burden and low annual costs.
- Direct Control: The owner has complete autonomy over all business decisions and cash flow.
- Simplicity of Taxation: Practice income is treated as personal income. Profits (revenue minus deductible expenses) are taxed directly at the individual's marginal income tax rate.
2.2. The Critical Drawback: Unlimited Liability
The most significant and often overlooked flaw of the sole proprietorship is the lack of separation between the individual and the business. The law views the professional and the practice as a single, inseparable unit.
- Professional Liability: While professional indemnity insurance is mandatory and provides a first line of defense, a catastrophic lawsuit, or one that breaches policy limits or exclusions, exposes the practitioner's entire personal wealth—home, savings, investments—to the claim. The structure offers no inherent protection.
- Operational Liability: Any debt incurred by the practice (e.g., loans for equipment, lease liabilities) is personally guaranteed by the owner.
2.3. Tax Limitations: The Personal Services Income (PSI) Principle
For professional services (where income is generated predominantly from the skill and effort of the individual), most jurisdictions implement rules to prevent tax avoidance. These "Personal Services Income" rules, regardless of the country-specific name, ensure that income that is fundamentally compensation for personal exertion cannot be artificially diverted to a lower-tax entity or split among family members.
In a sole proprietorship, all profits are subject to the highest marginal personal tax rates, severely limiting tax planning options once income levels rise significantly.
3. General and Limited Partnerships
When two or more professionals decide to share costs, revenue, and patients, a partnership is often the next logical step.
3.1. General Partnership
A General Partnership is a structure where two or more individuals co-own and operate a business according to the terms of a Partnership Agreement.
- Structure: It is not a separate legal entity; rather, it is a relationship between people. The partnership itself does not pay income tax; instead, it files an informational return, and the partners pay tax on their respective share of the profits.
- Liability: Similar to a sole proprietorship, a General Partnership carries joint and several liability. This means each partner is not only liable for their own debts but is also personally liable for the full extent of all partnership debts and liabilities, including those created by the actions of another partner (within the scope of the partnership business). This reciprocal risk is a major deterrent for high-net-worth professionals.
3.2. The Partnership Agreement: The Essential Document
While simple to form, the efficacy of a partnership hinges entirely on a comprehensive Partnership Agreement. This document must address crucial, often contentious issues:
- Profit and Loss Allocation: How are profits and losses divided, especially if contribution (capital, patient load, time) is unequal?
- Decision Making: Voting rights, required majorities for key decisions (e.g., admitting a new partner, capital expenditure).
- Dispute Resolution: Mechanisms for resolving partner disagreements short of dissolution.
- Exit Strategy (Buy/Sell Provisions): The method of valuation and buyout terms upon a partner’s retirement, death, disability, or voluntary exit. ****
3.3. Limited Partnerships (LPs)
In some jurisdictions, professionals can use a Limited Partnership. This structure requires at least one General Partner (who runs the business and maintains unlimited liability) and one or more Limited Partners (who contribute capital but take no active role in management and whose liability is limited to their capital contribution).
However, due to ethical and regulatory rules, most practicing professionals (e.g., licensed doctors) must remain General Partners in the practicing entity, minimizing the utility of the LP structure for the core practice income generation itself.
III. Stage 2: Introducing Separated Entities The Power of Trusts
As a practice matures, the need for asset protection and flexible income distribution typically drives a migration toward corporate or trust structures. For professional services, Trusts are a widely favored tool due to their ability to separate legal ownership from beneficial enjoyment, allowing for tax-efficient income splitting and asset separation.
4. Fundamentals of Trust Structures
A Trust is a legal relationship, not a separate legal entity like a company. It is established when an individual or entity (Settlor) transfers property to another person or entity (Trustee) to hold for the benefit of third parties (Beneficiaries).
- The Key Roles:
- Trustee: The legal owner of the practice assets (or the entity running the practice). The Trustee carries the legal liability and manages the trust. Crucially, the Trustee is often a separate Corporate Entity to provide a layer of limited liability.
- Beneficiaries: The individuals or entities entitled to receive the income and capital of the trust.
- Appointor/Principal: The person with ultimate control, having the power to hire and fire the Trustee. This is the mechanism by which the original professional maintains control.
5. The Discretionary Trust (Family Trust)
The Discretionary Trust (often called a Family Trust) is the most flexible and widely used entity for family-owned practices, particularly where the professional works primarily solo or with family members.
5.1. The Primary Advantage: Income Splitting and Flexibility
The core feature is that the Trustee has discretion over how much income to distribute to which Beneficiary each year.
- Tax Planning: This allows the professional to "split" the income among lower-tax-rate family members (e.g., spouse, adult children) who are defined as beneficiaries, provided they have performed services or meet specific legal distribution requirements. This is a highly effective, though legally complex, tax planning tool.
- Asset Protection: Assets held within the Discretionary Trust are legally owned by the Trustee. If the individual professional faces personal bankruptcy or litigation unrelated to the Trustee's actions, those trust assets are typically protected.
5.2. Limitations on Growth and Partnership
The inherent flexibility of a Discretionary Trust becomes a liability when transitioning to a group practice with non-family partners:
- No Fixed Entitlements: New partners cannot be admitted as beneficiaries because the Trustee maintains the discretion to allocate zero income to them. Unrelated partners require certainty over their share of profits, which a Discretionary Trust cannot guarantee.
- Lack of Clear Ownership: The structure is ill-suited for external investment or clear division of voting rights and equity, as its purpose is flexibility for a small, related group.
6. The Unit Trust (Fixed/Non-Discretionary Trust)
The Unit Trust is the preferred trust structure when two or more unrelated professionals wish to partner, requiring certainty in ownership and income entitlements.
6.1. Fixed Entitlements and Partnership
The Unit Trust issues Units to its owners (Unitholders). Each Unit represents a fixed, fractional entitlement to the income and capital of the trust.
- Certainty for Partners: If Partner A owns 60 units and Partner B owns 40 units, the trust must distribute 60% of its net profit to Partner A and 40% to Partner B. This provides the certainty required for a professional partnership.
- Transfer of Ownership: Units are easily bought, sold, or transferred, making succession planning for a group practice significantly simpler than restructuring a partnership. New partners simply buy units from an exiting partner or are issued new units by the trust.
6.2. Tax and Capital Gains Treatment
A major benefit of trading through a Unit Trust in many jurisdictions is the treatment of capital gains. When the Trust sells a long-term capital asset (like the practice premises or goodwill), any capital gain is often eligible for capital gains tax concessions, provided the gains flow through to the individual unitholders. This provides a clear advantage over the Corporate structure, where capital gains are taxed at the higher corporate rate.
6.3. Unit Trust Considerations
- Mandatory Annual Distribution: Unlike a Company (Section IV), a Unit Trust must typically distribute all of its net income to its Unitholders each year. This means profits cannot be "retained" and taxed at a lower corporate rate for deferral. The unitholders are assessed for tax on their share of the income, even if the cash is held back in the trust for working capital.
- Transfer Duties: When units are transferred between parties, certain jurisdictions may levy transfer duties (stamp duties), which must be factored into the cost of succession planning.
FeatureDiscretionary TrustUnit TrustSuitable forSolo/Family Practice, Asset HoldingUnrelated Partners, Group PracticeIncome DistributionDiscretionary (Variable)Fixed (Based on Unit Holding)Partner AdmittanceDifficult/Impossible for Unrelated PartiesEasy, via Unit Issuance/TransferSuccession PlanningExcellent for Estate/Family WealthExcellent for Partner Buy-in/Buy-outTax ConcessionsGenerally Eligible for Capital Gains DiscountsGenerally Eligible for Capital Gains DiscountsIncome RetentionCannot Retain Income for Tax DeferralCannot Retain Income for Tax Deferral
IV. Stage 3: The Corporate Model (Company Structure)
The Company, or Corporation, is a separate legal entity distinct from its owners (Shareholders) and managers (Directors). This separation offers powerful liability shielding and unique tax advantages, making it a critical choice for high-growth, highly capitalized practices.
7. Core Characteristics of a Company
7.1. Separation and Limited Liability
- A Separate Legal Person: The company can enter contracts, own property, sue, and be sued in its own name. This means its liabilities are generally its own, not the direct liabilities of the Shareholders.
- The Limited Liability Veil: This protects the Shareholders' personal assets from the company's operational debts. However, it is vital to note: This protection does not extend to the professional's personal negligence. A professional remains personally liable for their own professional malpractice, regardless of the company structure. The structure shields the assets from business debt, not professional misconduct.
7.2. Governance and Ownership
- Shareholders: Own the equity of the company (shares), providing capital and receiving dividends.
- Directors: Manage the company's daily affairs and have fiduciary duties to the company.
- Fixed Entitlements: Like a Unit Trust, ownership and income entitlements are fixed based on the percentage of shares held, making it suitable for multiple, unrelated partners.
8. Tax Advantages: Retention and Corporate Rate
The primary financial draw of a Company structure is the ability to manage the timing and rate of taxation on business profits.
- Corporate Tax Rate: Company profits are taxed at the relevant corporate tax rate (which is often significantly lower than the highest personal marginal income tax rate).
- Tax Deferral (Retained Earnings): Profits can be retained inside the company instead of being distributed immediately. They are taxed at the lower corporate rate and the remaining funds can be reinvested in the practice. The individual professional only pays personal income tax when these retained earnings are later paid out to them as a dividend. This creates a powerful tax-deferral strategy—effectively allowing the professional to manage the timing and amount of personal income tax, and benefit from reinvesting funds that would otherwise have been immediately paid as personal tax.
- Dividend Imputation (Franking Credits): In many systems, the tax paid by the company on its profits is tracked. When the company distributes the profit as a dividend, a "tax credit" (often called a franking or imputation credit) is attached, preventing the same income from being taxed twice (once at the company level, once at the shareholder level).
9. The Company's Drawbacks
Despite the tax deferral benefits, companies have significant disadvantages:
- No Capital Gains Discount: In most tax regimes, a company selling a long-term capital asset (like goodwill) is taxed on the full capital gain at the corporate tax rate. Unlike trusts, the sale of assets is generally not eligible for capital gains concessions or discounts. This can be a major disadvantage for the final exit strategy.
- Increased Compliance and Cost: Companies have the highest administrative burden. They require annual filings, corporate returns, minutes of directors' and shareholders' meetings, and strict adherence to corporate law, increasing ongoing accounting and legal costs.
- Shareholder Loans: If shareholders take money out of the company when there are retained profits, this often triggers complex tax rules designed to prevent disguised tax-free distributions. These "Division 7A" or similar rules can lead to punitive tax outcomes if not managed correctly.
V. Advanced Structuring: Hybrid Models and Service Entities
For large, established group practices, a single, simple structure is often insufficient. Advanced models combine entities to achieve maximum asset protection and tax segregation.
10. The Partnership of Trusts Model
This highly popular model for large group practices combines the certainty of a partnership with the flexibility of trusts.
- Structure: The main operating practice is structured as a General Partnership. However, the partners in this legal partnership are not the individual professionals. Instead, the partners are separate legal entities—typically Unit Trusts (for unrelated partners) or Discretionary Trusts (if partners are related family groups, though this is rare in large practices).
- Mechanism:
- The Practice Partnership earns the professional income.
- The Partnership distributes its share of profits to each Partner Entity (the Trust).
- Each Trust then distributes its income to its individual beneficiaries/unitholders.
- Benefits:
- Maximized Protection: The operating risk remains mostly within the Partnership, but the profits are immediately channeled into the Trusts, which offer asset protection from the individuals.
- Succession Flexibility: Changes in the partnership (partner buy-in/buy-out) occur at the Partnership level, while the tax planning benefits (income splitting) occur independently within each partner's Trust structure. ****
11. The Service Entity Arrangement (SEA)
The most sophisticated and legally robust practice structures separate the "professional services" from the "business administration." This is achieved using a Service Entity Arrangement (SEA).
- Structure: Two distinct entities exist:
- The Professional Practice Entity (PPE): This is the main entity (e.g., Sole Proprietor, Partnership, or Unit Trust) that employs the professionals, renders the medical service, and holds the goodwill.
- The Service Entity (SE): This is usually a separate Discretionary Trust or Company. The SE owns all the high-value, non-professional assets (e.g., medical equipment, practice premises, IT systems, and employs administrative staff).
- Mechanism: The Service Entity charges the Professional Practice Entity an arm's length commercial fee (the "Service Fee") for the use of the assets, the premises, and the administrative staff.
- Asset Protection: The professional practice risk (negligence) is contained within the PPE. The valuable, passive assets (the property, equipment) are held by the SE, which has minimal liability exposure, thereby protecting them from a professional negligence claim against the doctors.
- Tax Efficiency: The Service Fee is a tax-deductible expense for the PPE, reducing the high-rate professional income. The income is shifted to the SE (often a Discretionary Trust), where it can be distributed more flexibly and tax-efficiently among the professional's family beneficiaries.
Note on Service Fee: The service fee must be commercially justifiable. Overcharging the PPE to unfairly shift profits to the lower-taxed Service Entity is a major target for tax authorities and can result in significant penalties if deemed a tax avoidance scheme.
VI. The Critical Pillars of Optimization: A Detailed Analysis
Achieving the 6,000-word depth requires a deep, dedicated dive into the core drivers of structural choice.
12. Pillar 1: Robust Asset Protection
True asset protection is a structured defense, not a single shield. For professionals, the structure must mitigate two distinct threats: Professional Liability and Commercial (Business) Liability.
12.1. Separating Business and Personal Wealth
The foundation of protection is the legal separation of asset ownership. In a sole proprietorship or general partnership, there is no separation. Every other structure achieves this separation to varying degrees:
- Trusts: The assets are owned by the Trustee on behalf of the beneficiaries, legally separating them from the professional's personal estate.
- Companies: The assets are owned by the company, a separate legal person, legally separating them from the shareholders.
12.2. The "Professional Liability Veil" Myth
A common and dangerous misconception is that forming a company or a trust protects the professional from a negligence lawsuit. It does not. Professional registration requirements dictate that a practitioner is always individually responsible for their clinical acts.
The structure's role is to ensure that while the professional is personally liable for their actions, their passive, accumulated wealth (like their family home and investment portfolio) is owned by a different, unrelated entity that has not performed the negligent act.
12.3. Equity Stripping and Secured Assets
Advanced asset protection strategies include "equity stripping," which involves using legal agreements to secure passive assets (like the practice premises) against existing, legitimate debt (e.g., bank debt). In the event of litigation, a secured creditor (the bank) has priority over an unsecured creditor (the litigation claimant).
13. Pillar 2: Maximizing Tax Efficiency and Income Flow
The goal of structural tax planning is not evasion, but ensuring that income is taxed at the lowest possible legal rate while maintaining regulatory compliance.
13.1. The Challenge of Personal Service Income (PSI)
A key regulatory hurdle globally is the aforementioned Personal Services Income (PSI) principle. If the overwhelming majority of a practice's income is derived from the professional skills of a single individual, then tax rules will often treat that income as if it were earned directly by the individual, regardless of the trust or company structure used. This prevents arbitrary income splitting solely for tax purposes.
To bypass PSI rules, a practice must demonstrate that it is a genuine business enterprise, often by meeting specific tests related to:
- Unrelated Clients: The practice services a minimum number of unrelated clients.
- Employment: The entity employs a minimum number of arms-length employees who perform 20% or more of the principal work.
- Business Premises: Operating from commercial premises not primarily used for personal purposes.
If a structure fails the PSI test, the tax benefits of splitting income through a trust are often nullified, and the income is "attributed" back to the individual professional.
13.2. Capital Gains Tax (CGT) Planning
When a professional sells their practice, the goodwill built over years is a capital asset, and the tax treatment of the sale proceeds is critical to retirement planning.
- Trust Advantage: As discussed, Unit Trusts and Discretionary Trusts often pass capital gains through to individuals who can apply substantial capital gains tax discounts (e.g., 50% discount for long-term ownership) and potentially further small business concessions.
- Corporate Disadvantage: Companies are generally not eligible for the primary capital gains discount, leading to higher tax on the final sale of the practice. This single factor often steers professionals away from the Corporate structure for the main operating entity, even when considering the benefit of retained earnings.
14. Pillar 3: Succession Planning and Exit Strategy
A practice structure must act as a blueprint for the future, facilitating the smooth transition of ownership, whether to an internal partner, an external buyer, or a family member.
14.1. Unitization vs. Share Structure
- Unit Trusts and Companies: These structures excel at succession because the business is divided into easily transferable units or shares. A partner's entrance or exit simply involves a transfer of these units/shares, rather than the cumbersome process of dissolving and reforming a partnership.
- The Buy/Sell Agreement: A mandatory document for any group practice is the Buy/Sell Agreement. This legal instrument, which is supported by the structure, dictates:
- Valuation Methodology: The agreed-upon formula or process for determining the practice's value upon a trigger event (e.g., retirement, death).
- Funding: How the remaining owners will fund the purchase of the exiting owner's equity (often secured by life insurance or specific buy/sell policies).
14.2. Preparing for the External Sale
A complex structure, particularly a hybrid one involving service entities, must be carefully documented. While complexity aids in tax efficiency and protection, a prospective external buyer needs clear, simple financial records. Poorly documented service agreements, unclear separation of assets, or complex inter-entity loans can delay or reduce the final sale price, as the buyer's due diligence process becomes protracted and risky.
15. Pillar 4: Operational Flexibility and Compliance Burden
There is a direct trade-off between the sophistication of a structure and its administrative complexity.
- Sole Proprietorship: Low compliance, high flexibility.
- General Partnership: Moderate compliance (requires a Partnership Agreement), high flexibility in income distribution (subject to the agreement).
- Trusts: High compliance. Requires trust deeds, annual trustee resolutions, distribution minutes, and careful compliance with specific trust laws. Low flexibility in operational management, but high flexibility in tax planning.
- Companies: Highest compliance. Requires corporate filings, ASIC/regulatory body filings, director meeting minutes, and the highest ongoing accounting fees. Low flexibility in profit distribution (must be via dividends or wages).
A structural review must always factor in whether the tax savings outweigh the increased administrative costs, time commitment, and legal risks associated with non-compliance.
VII. The Restructuring Journey: When and How to Change
Recognizing the need for change is the first step; executing the change without creating a tax disaster is the challenge. Restructuring is typically a far more complex and costly endeavor than setting up the initial structure.
16. Trigger Events and Warning Signs
The need to restructure is often signaled by a change in one of the four key pillars:
PillarWarning Sign/Trigger EventRequired ActionTax EfficiencyConsistently paying the highest marginal personal tax rate (e.g., over 40-45% combined federal/state tax) on a majority of practice income.Transition to a structure allowing income splitting (Discretionary Trust) or retained earnings (Company).Asset ProtectionPurchasing a high-value, passive asset (e.g., practice premises, major equipment) using the operating entity.Implement a Service Entity Arrangement to segregate the asset from operational risk.Succession/GrowthA non-family, non-related professional wishes to buy into the practice.Move from a Sole Proprietorship or Discretionary Trust to a Unit Trust or Company structure to enable unit/share transfer.OperationalThe current partnership agreement is 10+ years old and doesn't reflect the current value, debt levels, or exit plans.Review and update the Partnership/Buy-Sell Agreement within the existing structure.
17. The Mechanics of Restructuring
A structural change involves the transfer of the entire business—its assets, liabilities, and, crucially, its goodwill—from the old entity to the new one.
17.1. Valuing Goodwill and Practice Assets
Before any transfer, the practice must be formally valued. The most contentious asset is Goodwill, which represents the non-physical, commercial value of the practice (patient base, reputation, location). Goodwill must be valued correctly because its transfer is often the key source of a capital gain.
17.2. The Capital Gains Tax (CGT) Consequence
The most significant risk in restructuring is inadvertently triggering a massive capital gains liability. When the old entity (e.g., a Sole Proprietor) transfers assets, particularly goodwill, to the new entity (e.g., a Unit Trust), the tax office views this as a "disposal" at market value, even if no cash changes hands.
- CGT Relief: Experienced advisors focus on utilizing specialized CGT rollovers and small business concessions (where available) to defer or minimize the capital gains tax triggered by the transfer. If these concessions are not available or are not applied correctly, the professional could face a massive, immediate tax bill based on the deemed sale of the goodwill.
17.3. Transfer Duties and Registration
Beyond income tax, the transfer of assets (especially real estate and often units/shares in an entity that holds real estate) can trigger Transfer Duties (Stamp Duties) at the state or provincial level. The costs of these duties, which can be a percentage of the asset value, can be a major expense that, if not planned for, may make the entire restructuring financially unviable.
18. A Structural Review Checklist for the Professional
To maintain optimal structure, a professional should conduct a detailed review every 3-5 years, or whenever a major trigger event occurs.
Review AreaCore QuestionsGoals & VisionDo I plan to retire in the next 5-10 years? Do I plan to take on any new partners in the next 3 years? Do I plan to acquire a significant asset (e.g., a building) soon?Tax ComplianceAm I paying an average tax rate that is significantly higher than the corporate rate? Does my current structure comply with the Personal Services Income (PSI) rules? Can my income be legally and safely split to reduce the total family tax bill?Asset ProtectionIs my family home, personal wealth, and investment portfolio owned by an entity separate from the practicing entity? Do I have a Service Entity Arrangement to separate operational risk from passive asset ownership?DocumentationIs the Partnership/Trust/Shareholders Agreement up-to-date? Does the Buy/Sell Agreement accurately reflect the current practice valuation and my exit intentions?FinancialsAre the costs of compliance (accounting, legal) justified by the tax savings and protection benefits of the structure?
VIII. Final Analysis: Choosing the Path to Longevity
Choosing the right practice structure is a continuous process of strategic alignment. The decision is never a permanent one, but rather a flexible framework that must evolve with the practice's stage of life—from the simplicity of the solo entrepreneur to the complexity of the multi-partner group.
The ultimate goal is to create a structure that allows the professional to focus entirely on their clinical and patient duties, confident that their personal assets are secured, their tax obligations are optimized, and their eventual exit is seamlessly planned. The investment in legal and accounting advice to achieve this structural integrity is not an expense, but an essential capital investment in the long-term financial health and peace of mind of the professional and their family.
Disclaimer: Information on this website is a general overview only. It does not replace professional advice tailored to your circumstances. The content in this article is general and for information purposes. It is not tax or financial advice. It does not consider your personal situation and might not suit your needs. Seek professional advice before you act on any information. All content is protected by copyright and other intellectual property laws. Do not modify, reproduce, or republish it without written consent.
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