Five legal steps for buying a dental practice

Buying a dental practice is one of the most significant steps in a dentist’s career. Whether you’re fulfilling a long-term goal or building a portfolio of practices, the process involves far more than agreeing a purchase price and signing a contract.

From a legal perspective, the key to a successful acquisition is preparation, thorough due diligence and understanding exactly what you’re buying.

Choosing the right transaction structure

One of the earliest decisions is whether to proceed by way of a share purchase or an asset purchase.

• In a share purchase, you acquire the company itself, including its existing contracts, employees and liabilities
• In an asset purchase, you selectively acquire business assets such as goodwill, equipment and often the premises lease, while being able to exclude liabilities.

In an asset purchase, employees assigned to the business usually transfer automatically to the buyer under TUPE regulations, preserving their rights and continuity of employment. Each approach carries different legal and tax implications, so specialist advice at the outset is essential.

Conducting effective due diligence

Once the key commercial terms of the purchase are agreed, the legal work begins with due diligence. This process provides a comprehensive legal and operational review of the target practice.

Your solicitor will send a tailored due diligence questionnaire to the seller’s advisers, requesting detailed information about the business, including:

• Financial position
• Regulatory compliance
• Employees
• Property arrangements
• NHS contract, if applicable.

Due diligence ensures you understand what you’re acquiring. It enables you to assess the value of the business, as well as understand any risks, liabilities and contractual obligations.

Your solicitor will review the due diligence documents and responses provided by the seller from a legal perspective, helping you identify any areas of concern that may affect the transaction or require additional protection. A well-prepared due diligence exercise supports a smooth, successful deal.

Translating findings into contractual protection

The due diligence process highlights which legal protections should be included in the transaction documents. Where risks, gaps or uncertainties are identified, your solicitor will negotiate contractual protections, such as warranties and indemnities, with the seller’s legal team in line with your instructions. This ensures the final agreement accurately reflects the deal and safeguards you against unforeseen liabilities.

Navigating regulatory and third-party approvals

Buying a dental practice also requires careful management of regulatory and third-party consents. Care Quality Commission (CQC) approval is essential for changes in ownership and can be one of the most time-consuming parts of the process if not addressed early.

If the practice holds an NHS contract, partnership or provider updates may be required. Where the practice operates from leased premises, landlord consent will be needed, which means their involvement should be factored into the timeline. All these factors affect the transaction timeline and should be considered from the start.

Planning for post-completion continuity

Alongside the legal and regulatory steps, several practical factors need to be considered. In many cases, the seller may stay on as an associate dentist following completion; clear expectations and a well-structured associate agreement are essential here.

You’ll also inherit the existing team of employees, so understanding their roles and culture is key to a smooth transition. Patients are integral to the goodwill you’re buying, so continuity of care and communication help maintain trust and loyalty. Considering these factors early will support the post-completion process of the purchase.

Conclusion

Buying a dental practice is more than just a financial transaction; it’s a decision that shapes your career, business and lifestyle. With the right specialist team and a clear understanding of what’s involved at each stage, you can move forward confidently.

By engaging early, preparing thoroughly and relying on experienced advisers to protect your interests, you create the strongest possible foundation for successful practice ownership.