HS Financial Services - The process of buying or selling a dental practice is a famously complicated one
The process of buying or selling a dental practice is a famously complicated one

The process of buying or selling a dental practice is a famously complicated one

The process of buying or selling a dental practice is a famously complicated one but it does not need to be so, if you use professional advisers. This is not the time to experiment and save on the advice as it may cost you much more in time and money in the long run.

Care Quality Commission (CQC) compliance, financial stress-testing, the NHS contract transfer process, tax planning, due diligence, profit and loss surveys, business plans, and finance applications are a few of the many processes that may be involved depending on if you are a buyer or a seller, and your circumstances.

The process involves many different parties and typically takes about six to nine months to complete. The dental practice market is also unique, with its own set of rules and regulatory bodies, which both buyers and sellers must satisfy.

Given it’s complicated and specialist in nature, buyers and sellers should ensure they use specialist dental financial and legal professionals for every aspect, including specialist dental accountants, solicitors, and business advisors.

Dental practice brokers

A specialist dental practice broker is the experienced facilitator keeping all the parties moving towards the same goal. Although they are instructed by the seller, they also offer advice and assistance to the buyer to keep the process moving. They can put the buyer in contact with dental financial advisers to help them access the best healthcare lenders and identify those most likely to offer good lending terms to dental practice buyers at the time.

Dental practice brokers work closely with solicitors, accountants, CQC and lenders to ensure the transaction proceeds in a timely manner. Their expertise has been built over many years and they facilitate the negotiation between the buyer and the seller.

Specialist accountants

Practice owners and prospective buyers should make sure they use a specialist dental accountant who is registered with the National Association of Specialist Dental Accountants and Lawyers (NASDAL). Even before a buyer has identified a practice to buy, the accountant can get an idea of the buyer’s financial circumstances and use sector knowledge to advise them on the type of practice that is within their affordability.

Once the buyer has identified a practice, the accountant can help with producing budgets and forecasts, and perform a stress test – which projects a worst-case scenario and tests the strength of the business plan. Apart from accountants, there are now companies that will act as a hired partner in your business, helping the buyer set the business up in the right way ensuring the income, costs, team and goals are aligned. An example of a company like that is Spot On Business Planning, specialising in the dental sector.

Once the sale is agreed, and during the due diligence process, the specialist accountant or financial advisor can check the financial due diligence aspects alongside the solicitor and review the all-important sales and purchase agreement (SPA), which contains the financial details of the transaction. In addition, the accountant will advise on any relevant tax matters, including any tax liabilities resulting out of the sale. This is particularly important should the individual need to decide about selling shares or assets and tax planning as part of the purchase.


Specialist solicitors

Specialist dental solicitors are experienced in all the intricacies of the dental practice market and know what is required by third party bodies, such as the CQC and the NHS local area team if the practice has an NHS contract. They are also key in helping clients negotiate the SPA, as they have a sound understanding of buyer requirements and what may be acceptable as part of a transaction.

Timing, and keeping the process moving, is crucial in a practice sale as. A good example is if a buyer misses the stated deadline on the CQC application for sale completion, they have to start the entire process again adding a further three months onto the transaction. Dental solicitors are also familiar with dental language and know the right questions to ask when performing due diligence on behalf of the buyer.


Wealth managers

A specialist wealth manager can advise on whether it’s a good time to sell from a financial point of view, and what level of valuation the client should look to achieve.

A wealth manager analyses the entire financial circumstances of the seller, including the practice property, loans and pensions. They will advise the client on the best ‘lifetime plan’, which includes analysis of what the post-sale plans look like in order to achieve the desired lifestyle.

As part of this analysis wealth advisors look into specialist areas such as when would be the best time to take out the NHS pension. Wealth managers have an understanding, not only of the dental market, but also the entire financial market – and will advise on tax implications of the sale. In essence, they work out how to the make the seller’s money work as hard as possible.


We recommend our customers use specialists because dental practice brokers, accountants, solicitors and wealth managers deal with dental practice sales every day, and the combined expertise can ensure the sale goes through in a timely manner and to everyone’s benefit.


If you are interested in finding out more, please contact the MediEstates team on 01332 321692, info@mediestates.co.uk or visit www.mediestates.co.uk


Posted by: Louise Matkin on

General Buyer Terms

This agreement is in relation to MediEstates Limited whose registered office is at 1st Floor, Pacific House, Stanier Way, Wyvern Business Park, Derby, DE21 6BF acting for and on behalf of our clients ("the Vendors"); and yourself (Buyer's Name) in relation for an introduction to a prospective sale of a business as a going concern. By registering through this agreement I agree to all terms set out below:

  1. Definitions
    In this Agreement the following terms and phrases shall have the following meaning unless the context otherwise requires:

    Dental Practice business providing dental care. This business is under the MediEstates Ltd sale terms.
    Confidential Information
    Means the actual Vendors identity and all confidential information in respect of the Business, including, but not limited to, any ideas, business methods, prices, accounts, finance, marketing, research, development, manpower plans, processes, market opportunities, intentions, design rights, product information, customer lists or details, employees’ details, trade secrets, computer systems and software, and other matters connected with the products or services manufactured, marketed, provided or obtained by the Vendor, and information concerning the Vendor’s relationships with actual or potential clients or customers and the needs and requirements of such clients’ or customers’ operations.
  2. Obligation of Confidentiality
    The Prospective Purchaser agrees to treat as confidential, information supplied by or on behalf of the Vendor in connection with the sale of the Business.
  3. Exclusions
    The obligation of confidentiality set out in clause 2 does not apply to:
    1. any information received from a third party who was legally free at the time of disclosure to disclose it;
    2. any information which was already lawfully in the Prospective Purchaser’s possession prior to receiving it from MediEstates Ltd on behalf of the Vendor; and
    3. any information which is in its entirety already in the public domain.
  4. Duties of Prospective Purchaser
    1. The Prospective Purchaser shall take such a reasonable security measures to protect the Confidential Information and trade secrets.
    2. The Prospective Purchaser shall not, without the prior written consent of the Vendor, permit any of the Confidential Information:
      1. to be disclosed, other than in confidence to its legal or professional advisors;
      2. to be copied or reproduced;
      3. to be commercially exploited in any way;
      4. to be used for any purpose other than in connection with the prospective purchase of the Business;
      5. MediEstates is registered under the Data Protection Act 2018. Upon Signing this agreement you agree to follow the legal obligations of this act to protect the details of the information supplied to you, with it no to be passed outside of the control of you the prospective purchaser.
    3. The Prospective Purchaser agrees to keep a record of Confidential Information received.
    4. The Prospective Purchaser will return to MediEstates or the Vendor all documents containing Confidential Information and all copies of those documents on demand at any time which are in its possession or under its control, and for this purpose the term “documents” includes computer discs and all other materials capable of storing data and information. The Prospective Purchaser agrees that such documents remain the property of the MediEstates on behalf of the Vendor.
    5. The Prospective Purchaser must not jeopardise or re-direct the sale under any circumstances.
    6. The Prospective Purchaser must not contact the Local Area Team or CCG regarding any practice sale, by any means of media unless written permission is granted from the Vendor.
    7. To carry out own due diligence on practice purchases and accepts that any information MediEstates has supplied is information provided by the vendor and is not responsible for its accuracy or completeness.
  5. This Agreement
    The existence of this Agreement and its terms are confidential and neither MediEstates nor the Purchaser may disclose anything about this Agreement or its subject matter or implementation to any person other than in confidence to their legal or professional advisers.
  6. Duties of Prospective Purchaser
    When buying Dental practices, finance is normally needed. Our organisation operated over more than one of the MediHoldings brand, by completing this from you agree that the information can be shared to our other organisations to avoid the need to register independently and provide the best possible service.

    MediEstates will refer you to the specialist dental lending team and MediFinancial who will contact the necessary banks, whom have preferential healthcare lending rates in some cases, to ascertain which funding is available to you.
    By signing this agreement you do not have to use any of the banks MediFinancial contact, it is just another service which we provide.
  7. Deposit for Dental Practice
    If you are interested in putting forward a formal offer in for a practice, once the offer is accepted there will be a deposit required to secure the practice sale which is dependant of the practice size. This deposit is held in a client account and will be returned to the buyer on completion of the practice sale. You the buyer, will be required to sign a deposit schedule which will cover the buyer and the seller in the event that the practice sale does not proceed.
  8. Changes to this Agreement
    Any changes made to this agreement must be authorised and signed by one of MediEstates Ltd Directors.
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