Buying and selling a dental practice

Considerable experience acting for dentists on disposals and acquisitions of practices

Our experience has shown us that there are several factors which, if dealt with from the outset, can ensure a stress free and smooth transaction. We have noticed that there are particular difficulties to overcome in circumstances where dentists have set up in expense sharing partnerships where one partner wishes to retire before the other and we are well versed in guiding you through this experience.

Undoubtedly the most important issue, whether you are buying or selling, is to agree the price (which will include the goodwill, equipment, property and value of the stock (probably on the day of completion). However, other factors such as the use of heads of terms and determining when to approach NHS England, will not only determine how the transaction progresses, but can also impact on the price itself.

Key services and issues

  • GDS or PDS contract: In the case of an NHS Practice, the successful transfer of the GDS or PDS contract. We advise on the structuring of the sale so that appropriate notices are given under the contract and will report whether NHS England would have any grounds for objecting to the transfer.
  • Sale and purchase agreements: We prepare sale and purchase agreements which are specifically tailored to the regulatory and operational regime within which a dental practice works. A sale agreement for a general business would not contain all the safeguards sensibly required.
  • Buyer and seller contracts: The contract will also need to deal with the apportionment of uncompleted treatments between the buyer and the seller.
  • Restrictive covenants: When acting for the buyer we will negotiate appropriate restrictive covenants to protect the goodwill and draft warranties and indemnities in respect of the key aspects of the dental business.
  • Warranties and Indemnities: Acting for the seller we would seek to negotiate warranties and indemnities which are not unduly onerous on the seller and seek to limit their liability as well as ensuring that the restrictive covenants do not unreasonably prevent the seller from continuing to practice as a dentist elsewhere.
  • TUPE obligations: We can advise the seller/buyer on the obligations under TUPE to consult with and inform the transferring employees about the proposed sale. As associates do not automatically transfer to the buyer, we would wish to ensure that the payment for goodwill is protected by ensuring the associates agree to work with the buyer in the future.
  • Transfers: Usually, a key part of ensuring the transfer of the goodwill is to secure the transfer of the surgery premises simultaneously. These may be freehold or leasehold and the consent of third parties may be required in order to achieve this. In addition, there may be planning issues to consider (if for example planning consent has been made personal to the seller).
  • Acquiring new premises: Alternatively, we can advise in connection with the acquisition of new surgery premises under the procedures required in order to achieve a successful outcome.

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