SPONSORED: Buying and selling a Dental Practice

WHEN SELLING…

• Be proactive and speak to your advisers early on, even years before selling your practice to organise a tax effective and ordered strategy.

• Have a joint meeting with your lawyer, accountant, bank and financial adviser to determine your Heads of Terms (‘HOTs’) that would suit you and not your agent or buyer

• For instance, where you own the freehold, do you want to sell your freehold or enter into a commercial lease with a buyer? You may want to consider putting your freehold into a pension fund with help from a financial adviser.

• When you do not own the freehold, how long is left on your commercial lease? Is there a sufficient length of term on the lease? If not, it would be wise to approach your landlord now to look to extend it; if you’re nearing retirement age and you are fearful of entering into a long lease then it may be possible to negotiate a tenant-only break clause for you coinciding with your hoped-for retirement age.

• One of the biggest hold-ups in a dental transactvion is not having a lease in place ready for a buyer (i.e. longer than a ten year term left to assign) and the parties having to negotiate with a third party landlord. This can take 6 months! It is a false economy to leave this until agreeing terms with a Buyer.

• Dentists are busy professionals and preparing the paperwork for answering questionnaires or due diligence from a buyer’s lawyer or accountant can take hours or days! We offer an Assist Service to help you through the paperwork and take the pain out of selling.

• We can guide you through the sale process and deal with employees and the strict legal requirements (called TUPE!) where not a share sale

• Expense sharing partners often have a first right of refusal for continuing partners to buy out retiring partners. Do check your agreement with us

WHEN BUYING…

• Again, be proactive and see your advisers (i.e. lawyer, accountant, bank and financial adviser) early on, ideally before you sign any Heads of Terms (‘HOTs’).

• Determine from your lenders how much they are prepared to lend to you and upon what likely conditions.

• The bank may want to place a charge over your home as well as the targeted dental practice. It may be possible to prevent the seller negotiating with third parties and this is called a “lock-out agreement”

• “Searches” are normally required for the practice premises, much in the same way when you have bought a flat or house except we will be looking at ensuring nothing should hinder you operating a dental practice.

• Many dentists want to own their practice freehold at least at some point in the future and this can be achieved with an “option” which potentially allows you to acquire the premises at market value for a certain time period and we can help here.

• Even so called ‘renewable commercial leases’ can be stopped from renewing on certain grounds of opposition by the landlord! You can avoid this problem by negotiating an option for lease for a further term following the end of the current term. Please see our article on our website” Commercial Leases Beware! Is your lease safe?”

• It is possible to buy an NHS practice that has the benefit of a GDS contract. Few lawyers in the country have experience of dealing with this!

• Great care needs to be taken regarding the incorporation of a dental practice (which has been legal for the last decade) where there is a pre-existing NHS contract. Talk to your accountants and us first.

• Strict employment rights (or “TUPE”) can apply to the employees at the practice. We help with the transfer process and any staff consultation process on an asset purchase under our Assist Service.

• We help with your CQC application(s) where asked and it is important to start the process early on!

DID YOU KNOW?

We completed £10 million of transactions in November 2024

We advise on Fitness to Practice Hearings

We cover all areas of law for health and care business owners

We advise on your personal matters too, from property purchases to wills

We can help save you £000s where we help you negotiate Heads of Terms We provide free estimates

We can easily organise telephone conferences with you, your accountants and ourselves

“Dental Testimonial Hugo Barton acted for me on the sale of a dental practice and If it were not for both his excellent knowledge of the dental sector and his ability to push the transaction through...Then I would have lost the deal. On top of that I have found him and healthcare law approachable, enthusiastic and very easy to deal with. I could not recommend Hugo and the firm more.”

CONTACT DETAILS

Mobile: 07780006900

Email: hugobarton@healthcarelaw.co.uk

www.healthcarelaw.co.uk