Selling a dental practice

Whether you are looking to dispose of part of a group or are looking ahead to retirement, we will work with you to ensure that your sale runs smoothly and to your timescale. We understand that this is an intensive process that you will need to manage with your staff whilst trying to run a business and we will work with you to ease the pressure as far as possible.


Being well-prepared for the sale will help the process run quickly and smoothly. It is important to provide the buyer with a full and complete set of the documentation they ask for and deal with any issues at the outset. This will avoid giving your buyer an opportunity to re-negotiate the price. Ahead of the process, we can provide you with a list of the documents your buyer is likely to ask for.


A buyer will want the seller to enter into warranties, i.e. contractually binding statements about the business and its affairs. An important part of our job will be to minimise your exposure; by ensuring a full disclosure process is completed and negotiating limitations into the contract in respect of your liability.

Negotiating Property Terms

You may own the freehold of the pharmacy and wish to sell it outright or you may wish to enter into a lease with your buyer. We will take your instructions, provide advice on appropriate terms and if required negotiate the lease on your behalf.

Transfer of NHS Contract

Where the practice includes a GDS contract the buyer and seller will need to consider the appropriate mechanism to “transfer” the contract to the buyer.  It is not possible simply to assign it so the well trodden path is to use the partnership route.

Where the sellers are already in partnership, the buyer can be added to that partnership with effect from completion.  Alternatively if the seller operates as a sole trader, he or she can notify NHSE that he or she wishes to changes his or her status from that of an individual to that of a partnership.   At completion,  the seller “sleeping” partner(s) give up all decision making authority and are indemnified by the active “buyer” partner(s) from all financial liabilities arising from that time.   At some later time, maybe after a few months, the seller(s) can retire from the partnership and the buyer partner(s) can continue.

It is of course essential to ensure that the correct CQC applications are made so that the practice holds the correct registration and can continue trading immediately after completion.  The CQC will not issue its Notice of Decision until after completion but our experience is that they will still issue what is known as a “comfort letter” in advance which funders have to date been willing to rely on.

The precise arrangements will depend on a number of factors.  These include the approach of the LAT concerned and whether or not the buyer(s) will continue in partnership in the longer term or whether a sole buyer is going to operate as a sole trader.  The date on which a partnership was registered ie before or after 4th February 2013 also determines whether a new application needs to be made or whether it can be dealt with by way of a change of condition.

Contact us to find out how our specialist solicitors can advise your dental practice.

We were delighted with the work carried out by Royds Withy King on the acquisition of our dental surgery in Bath. They were proactive in pushing the transaction forward in the face of numerous challenges and keeping us updated throughout. We also valued their thorough approach and expert knowledge of the legal issues, including protecting our position on capital allowances. We are happy to recommend the healthcare team at Royds Withy King to other dentists.
Wilson Futures Limited

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