Dental Practice M&A

Looking for a solicitor to help buy or sell a dental practice?

Buying or selling a dental practice is one of the biggest financial decisions you’ll make. Whether you’re a dentist looking to buy your first practice, expanding by acquiring another surgery, or selling up after years of building something you’re proud of, you need a solicitor who understands the dental sector inside out.

I’m Steven Mather, and I work with Jonathan Jacobs – one of the UK’s leading dental lawyers – to provide specialist legal advice for dental practice sales and acquisitions. Between us, we bring deep M&A expertise combined with genuine knowledge of how dental practices operate, how they’re regulated and what makes them different from other business sales.

Why you need a specialist dental practice solicitor

I’ll be blunt – there’s little point using a general high street solicitor or even a standard corporate lawyer for a dental practice transaction. Dental practices have unique characteristics that affect how a deal is structured, negotiated and completed. These include NHS contract arrangements and UDA values, CQC registration requirements, associate agreements and employment structures, equipment leases and maintenance contracts, patient list considerations and goodwill valuation, and property arrangements that often involve leases from NHS Property Services or other landlords.

A solicitor who hasn’t done dental transactions before will miss things. They won’t know the right questions to ask during due diligence, won’t understand how NHS contracts transfer, and won’t appreciate the regulatory requirements that need to be satisfied before completion. Jonathan and I deal with these issues regularly, and that experience makes a real difference to the speed and quality of the advice you get.

Buying a dental practice

If you’re buying a dental practice, here’s broadly what the legal process involves. We’ll start by reviewing the heads of terms – the outline deal you’ve agreed with the seller. I’ll make sure these protect your position and identify any issues that need resolving before we get into the detailed legal work.

Next comes due diligence. This is where we dig into the detail of what you’re actually buying. We’ll look at the NHS contract, patient numbers and UDA performance, CQC compliance history, staff contracts and associate agreements, equipment and asset schedules, property arrangements including lease terms and any planned rent reviews, and any litigation, complaints or regulatory issues.

Once due diligence is complete, I’ll draft or negotiate the acquisition agreement – typically an asset purchase agreement for dental practices. This will cover the purchase price and how it’s structured, warranties from the seller about the practice, restrictive covenants to stop the seller setting up next door, completion mechanics and what happens on the day, and any conditions that need to be satisfied before completion.

We’ll also handle the CQC registration for you as the new owner, deal with the NHS contract transfer, and manage the TUPE process for employees who are transferring.

Selling a dental practice

If you’re selling, my job is to make sure you get the best possible deal and a clean exit. That starts with preparing for the sale – making sure your legal house is in order before a buyer starts asking questions. Good preparation makes the process faster, reduces the risk of price reductions during due diligence, and puts you in a stronger negotiating position.

I’ll advise you on the heads of terms, negotiate the acquisition agreement on your behalf, help you respond to due diligence enquiries, and manage the completion process through to the point where the money lands in your account and you hand over the keys.

Most dental sellers want two things – a fair price and a clean break. I’ll work to deliver both, while making sure you understand your ongoing obligations around things like warranties, tax covenants and any restrictive covenants you’re agreeing to.

How long does a dental practice sale take?

A typical dental practice transaction takes between 8 and 16 weeks from agreeing heads of terms to completion, although it can be quicker if both sides are well prepared and responsive. The main variables are how quickly due diligence can be completed, whether there are property complications, and how long the CQC and NHS registration processes take.

How much does it cost?

I work on fixed fees. For a standard dental practice sale or purchase, fees typically range from £5,000 to £12,000 plus VAT depending on the complexity and value of the deal. I’ll give you a precise fixed fee quote after our initial conversation.

Next steps

Whether you’re buying or selling a dental practice, the first step is a conversation. Call me on 0116 3667 900 or email steven@stevenmather.co.uk and I’ll be happy to talk through your plans. No obligation, no charge for the initial chat.