commercial law

Buying or Selling a Dental Practice

Buying a practice

Buying a dental practice is a very exciting step for any professional. It’s something you want to remember as a positive experience.

However, as with buying a house, it can also be a stressful experience. There are many decisions to be made and boxes to be ticked before you finally hold the keys to the practice in your hand.

Recommended solicitors

Our commercial team total more than 25 years working with the dental profession. We have the necessary expertise and experience to guide you through the process and answer any questions you might have along the way.

Regulations

Because dentistry is regulated, the purchase of a practice must take into account a number of practical considerations and the legislation a practice must adhere to.

This is where our vast previous experience comes in useful; tackling both common and rare purchasing pitfalls.

You should consider

Here are some things to think about when looking to buy a practice.

Don’t be put off by the length of potential issues or delays. We can guide you through these potential issues if you decide to go ahead.

• Timescale - It is always better to factor in a lot more time than you think it might take and be pleasantly surprised rather than underestimate. Any decisions riding on the successful purchase of your practice should not be made until contracts have been exchanged

Decide on exactly what you want to buy early on. You may want to buy assets only, so you can decide which assets you wish to have and which to leave. If the practice is a limited company you can decide to buy assets or shares. If you buy shares, you buy everything the limited company owns, including its liabilities. Either way there are tax implications that need to be considered. It is advisable to consult an accountant to help you make the right decision.

• Likewise if you are considering a partnership you need to decide how this will work. Will you share the profits equally or just the expenses and keep your own clients fees? If you are joining an existing partnership it is important you think about the implications on your client base and how any contracts will be shared

• Buying an NHS practice, a private practice or a mixed practice will obviously change some of the items you’ll have to check off your to-do list. With an NHS practice, an obvious item is transferring the PCT contract into your name. This is not a straightforward procedure and once again you may have to factor in some time for this

Find out if the practice is leasehold or freehold. Leasehold practices are slightly more complicated due to issues arising over the assignment of the lease and the length left on the lease. A seller may decide to retain the freehold and lease it out to the buyer and a form of the lease will need to be negotiated

• Make sure you find out if the current practice has the proper planning permission in place. This can often be overlooked by the previous owners as they have grown and expanded their premises. An insurance policy against closure may be required in the case that there is a breach and retrospective planning permission is sought

• If you are buying an existing practice you will also be taking over their staff, and potentially any existing staffing issues along with them. Before purchase make sure the seller gives you full and detailed information about every member of staff. If you are purchasing the assets rather than the shares to the practice you are also obliged to ensure all staff have been properly informed of the sale well in advance

• Likewise you will also be taking on all the seller’s compliance responsibilities. Make sure any maintenance checks, certificates etc. are up to date before you purchase. Registration with the Care Quality Commission (CQC) is essential and can take up to 4 months, so think about this early in the process. In addition to registration all dentists must have a Disclosure and Barring Service (DBS) check in place before the application is made. Again please factor in the time to get this

• As you will be buying a dental practice you will also be taking on the responsibility of running a business. Therefore a solid and well thought out business plan is prudent to have well in advance of a purchase. This plan can be altered at a later date but will be very useful in helping to obtain funds from a lender by proving your management and business acumen

• Similarly, to keep the lenders happy and to ensure that obtaining approval is not a lengthy process, it is important to approach lenders at an early stage (preferably before deciding on a practice) to discuss what funding options are open to you. This also helps to avoid disappointment if you cannot secure as much as you need for the practice of your dreams!

Selling a practice

If you’ve ever sold a house, you’ll know how important presentation and first impressions are to potential buyers.

With a dental practice, the same applies. We are not suggesting you adorn the surgery with potted plants or start baking bread before every viewing but it does pay to be prepared.

Be prepared

Preparation comes in the form of information.

Remember, the buyer wants to be assured that buying your practice is a safe bet, that they are going in with their eyes open and not leaving anything to chance.

This means they will want to see records of almost anything you can think of, from staffing costs, overheads, management accounts and equipment certificates to the financial health of the practice.

Having all this in place and easily accessible when you decide to sell will speed up negotiations considerably.

Your future plans

Just as important as the sale itself, is deciding on your future.

For many the sale is a final goodbye and excuse to do anything but dentistry. For those keen to keep a hand in it is important you decide to what extent you want to continue practicing. The buyer may want to impose restrictions on the location in which you practice to preserve the goodwill of the patients.

Alternatively you might want to remain on as an associate. Once again this is something you’ll need to discuss with any potential buyers.

There are complex tax issues involved with the sale of a practice. You would benefit greatly from speaking to your accountant first.

We can help

Gaining specialist advice from experienced solicitors early on in the process of either a sale or a purchase can significantly reduce the stress and headaches that so often come with these transactions.

You will also gain peace of mind that everything has been covered thoroughly and left in the best possible hands.

If you need our specialist advice please contact Paul Hughes on 0121 705 7571 or via email: paulhughes@wallacerobinson.co.uk

This article is for general information purposes only. It does not constitute technical, financial, legal advice or any other type of professional advice and is no substitute for specific advice based on your individual circumstances. We do not accept responsibility or liability for any actions taken based on the information in this article. For more information, please click here.