Initial aspects of Selling a Practice

You may have been thinking for some time of retirement; moving to a less responsible position as an Associate or making a new career move. Whenever the thought of selling your Practice becomes fixed then your first move should be to have your Practice valued by an experienced valuer and you need look no further than the four national Dental Practice Valuers who are members of ASPD. Once valued you are in a position to decide whether or not you wish for the Practice to be placed upon the market and the price which you may be prepared to consider selling the Practice to a Co-Expense Sharing Principal; Partner; Associate or Corporate Body.

You should then carefully consider the assets of the Practice and their sale and transfer.

A Practice’s greatest assets are likely to be patients (Goodwill); qualified staff; premises and also equipment.

A Private Practice will not have to worry about the notoriously variable attitudes of the individual PCTs to a change of Practice ownership ~ if you do have a GDS/PDS Contract then try to ascertain from colleagues or members of the LDC who may be aware of recent changes of Practice Ownership within your PCT as to its attitude. A great deal of care and consideration needs to be given to the approach made to the PCT and once again the expert specialist and independent advice of one of the solicitor members of the ASPD is likely to be of considerable benefit leading to the Practice sale progressing through planned phases as intended by all parties.

In the sale of any Dental Practice frequently the greatest amount of time involved is in the preparation and distribution of copy supporting documents relating to the practice, not only those that concern patient numbers but those relating to your qualified staff; associates and hygienists; any patient payment collection plans, the property itself and equipment.

Ensure all Agreements with your Associates and Hygienists are up to date and likewise with all Employment Contracts. Be able to produce for all those working with you confirmation of GDC Registration as well as Hepatitis B Vaccination Records ~ many buyers are also now seeking confirmation of Hepatitis C and TB vaccinations, and also have available copies of each individual’s up to date Professional Indemnity Insurance.

If you have been the freehold owner for over 20 years, can you easily access the Title Deeds; is there an outstanding Mortgage? If the Property is leased how long does the Lease have to run? Would your Buyer be best placed to renegotiate a new Lease for a satisfactorily extended period, but beware this can take some time. As a freeholder or (leaseholder together with your Landlord) you must also be able to provide to any Buyer copies of the following: an Energy Performance Certificate; an Asbestos Report; a Disability Discrimination Act Audit as well as Health & Safety Files, and any certificates for the mains electricity, gas, fire and emergency lighting and perhaps even copies of the Water Hygiene Schematics (showing faucets to tank layouts). Comprehensive enquiries will also be made relating to the property and its history.

In respect of the Practice equipment you need to provide current Certificates of Inspection; details of Amalgam Separation Equipment; clean water supplies; up to date PAT results; servicing of Fire Extinguishers; Fire and Burglar Alarms. As well as supplying contract documentation for these there will be those with regard to disposals, likely to be separate, for waste and sharps.

It is frequently the case that even if you are not a great administrator/archivist that with the assistance of your Practice Manager most of the information can be brought to hand within a few weeks of any purchase being agreed ~ though of course it always is preferable to have all the information prepared in advance which may well cut down the time taken to achieve your desired result possibly by up to a month ~ if the Buyer is willing to proceed without undue delay.

When all preparatory matters are in hand you also need to decide what your own personal time table will be for the future; do you wish to remain as an Associate for a few months or even a couple of years; are you prepared to work as a Locum at the Practice; are you prepared for a reasonable non-competitive clause excluding you from working near the Practice; how does the realisation of the agreed sale price affect your tax and pension status; and when would be a good time to actually complete the sale and what are your intentions for the proceeds of sale.

Members of ASPD are well placed to assist you throughout the transaction and would be more than happy to give initial advice ~ please do contact us.

About the Author
Graeme Burn is the senior partner of Burn & Company, Solicitors, York, North Yorkshire. He has specialist knowledge of dentistry, having advised Dentists throughout England and Wales for the last 15 years. He is a member of the Association for Specialist Providers for Dentists (ASPD). ASPD members offer professional, objective and practical advice and services, based on experience within the industry, to dental practices and other businesses within the dental sector.

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