Buying & Selling a Dental Practice
Our experience has shown us that there are a number of factors to consider which, if dealt with correctly from the start, can ensure a stress-free transaction.
One of the most important things to bear in mind when selling a dental practice is the kind of practice that you actually have. A key indicator that a dental solicitor is experienced with selling dental practices will be whether they ask you about your practice in terms of the services you provide. Do you have a GDS or PDS contract or do you provide only private dental care for example?
This question is important because if you hold a GDS or PDS contract it will often be the most valuable asset of the Practice and can often be worth more than any property owned by the practice!
This means that when selling an NHS Practice, the successful transfer of the GDS or PDS contract is the key focus of the sale.
The dental solicitors at Ironmonger Curtis can advise on the structuring of the sale so that all of the appropriate notices are given under an NHS contract and the relevant points which can be raised by the PCT.
A further key part of selling a dental practice is dealing effectively with the property. The dental lawyers at Ironmonger Curtis work closely with our commercial property solicitors who will ensure the successful transfer of any practice premises. The terms and structure of the sale will vary depending on whether the premises are freehold or leasehold and whether the consent of a third party may be required in order to achieve the transfer. There may be restrictive covenants or easements which need to be dealt with or you may wish to keep the property and grant a commercial lease to the Buyer rather than selling the freehold to them.
The Sale Contract
Our dental solicitors will prepare a sale and purchase agreement which will be drafted to suit your needs and will deal appropriately with the regulations within which a dental practice operates whether you cater for private or NHS patients.
Experienced dental solicitors know that a standard commercial business sale agreement is rarely suitable for selling a dental practice. The business sale agreement will also address the apportionment of any uncompleted treatments between the Buyer and the Seller and the more tricky aspects such as defective treatments, complaints by patients, and environmental issues or your Care Quality Commission (CQC) registration.
When acting for a Seller, we will seek to negotiate warranties and indemnities which are fair and not too onerous on the Seller and seek to limit the Seller’s liability as well as ensuring that the restrictive covenants do not go too far in preventing the Seller from continuing to practice as a dentist somewhere else.
Employees, Associate Dentists, and Self-employed Hygienists
At Ironmonger Curtis we also have a team of specialist employment solicitors who can advise you of your obligations under the Transfer of Undertakings (Protection of Employment) Regulations (known as the TUPE Regulations) to consult with and inform any transferring employees about the proposed sale. As Associates and other self employed staff will not automatically transfer to the Buyer, you will no doubt wish to ensure that the payment for goodwill is protected by ensuring the Associates agree to work with the Buyer.
If you are considering selling your dental practice it is worth ensuring that all of your employment contracts, employment handbooks, and health and safety policies to name by a few are up to date to show a buyer that they are buying a solid business. The employment solicitors at Ironmonger Curtis can assist you with this.
For more information
Partner Trevor Ironmonger is a member of the Association of Specialist Dental Providers. We can advise on all aspects of selling a dental practice. Our Dental Team recognises that every transaction is different and we can prepare a tailored estimate or fixed fee which reflects your particular requirements.
For more information about selling a dental practice or any other legal aspects of running a dental practice and how Ironmonger Curtis can assist you, please our specialist dental solicitors on 0845 225 2635 or by email to firstname.lastname@example.org