Owning a successful dental practice is a dream you have been able to accomplish, but what happens when you are fed up with dealing with all the regulations and red tape that comes with ownership? At some point, all practice owners will think about selling their practice, not necessarily to retire, but perhaps to spend more time treating patients or to enjoy a bit more free time. If you have reached that point then your next steps are crucial in ensuring you can realise the maximum potential from the sale of your practice.
Selling a practice is quite different from selling other businesses, as there are a great number of specialised legal issues that must be correctly handled. While you may have a family solicitor you know and trust to deal with everyday legal matters, a specialist dental solicitor will be familiar with dental law and can successfully guide you through the complex procedures required when transferring a dental practice to a new owner.
Are you Prepared to Sell your Dental Practice?
As the seller, you must be prepared to collate a number of important documentation required for due diligence. When you put your practice on the market, begin to compile the documents that will almost certainly be required by the buyer. These include:
NHS and LAT documentation
Employee contracts and details
Compliance documentation, including energy performance certificates, asbestos reports and CQC certificates
Any lease agreements
Certificates of insurance
Patient complaints and claims
This isn’t the complete list of documentation required, but it does give you an indication of what you will need to do. Using a specialist dental solicitor will enable you to be better organised as they will have a complete and highly detailed list to follow, enabling you to start the process before a buyer is found and allowing you to save many weeks off the process.
Negotiating any GDS or PDS Contracts
If you are selling an NHS practice, the PDS or GDS contract must be successfully transferred and the practice sale will need to be structured so appropriate notices are given. This is a key part of selling a practice and it is vital to ensure the correct procedure is adopted to enable the transfer of the NHS contract notwithstanding the fact that the contracts are expressly stated to be non transferable in the GDS and PDS contracts. If your current contract is for Personal Dental Services, you may need to convert it to a GDS and if this is the case, it is important to ensure the PCT doesn’t propose to alter the values. This is another area where expert dental legal advice is needed. It is important not to tell the PCT that you are proposing to sell your practice as there is a risk that they could terminate your GDS contract and offer it for tender if the process isn’t handled correctly.
Care Quality Commission (CQC)
This is another complex legal area that requires the correct approach. Your buyer will need to apply for an enhanced DBS check. This can take several weeks to obtain and the buyer will also need to submit an application for registration at your dental practice. The CQC will provide a letter of comfort, stating it is likely to register the buyer once you have de-registered. Without this letter, it is unlikely your buyer will be able to obtain funding. This process can be quite complicated and must be completed correctly for the sale to proceed. Further applications will also be necessary in the case of a practice with an NHS contract after completion to deal with the removal of the Seller from the contract and the CQC registration.
Dealing with Matters Relating to the Practice Property
If you own the freehold of the property then this does mean things are slightly more straightforward, assuming the any mortgage will be paid off on completion. A leasehold property is more complex, particularly if the lease has less than 15 years remaining and may need to be renewed or extended to satisfy the buyers lenders requirements. In this case you will need to talk to your landlord and it’s likely they will require you to pay their legal fees for any lease extension. It’s possible you may be advised to enter into a new lease agreement at the same time the practice is marketed and this is sound advice, provided you choose a dental solicitor that is experienced in negotiating dental premises leases. If you don’t choose an experienced dental solicitor, it’s possible your buyer’s solicitor may be dissatisfied with any new lease and will require it to be amended, adding more to your overall costs or even thwarting a sale.
You will be required as part of the sale agreement to provide statements of fact about the practice and the assets the purchaser will rely on. If any of the statements prove to be incorrect, where the purchaser may incur financial loss, then it may be possible for your buyer to make a financial claim against you. It’s essential to ensure you give as few warranties as possible and that any claims are restricted only to matters that weren’t disclosed to the purchaser. It’s also perfectly normal to limit warranty claims to those that only exceed a certain value, preventing a buyer from making numerous small value claims where they perceive trivial breaches of warranties have occurred. The negotiation of Warranties and indemnities in dental sale agreements is a key part of the work of a specialist lawyer.
What Happens in between Exchange and Completion?
It is quite normal for the dental practice purchase agreement to state that completion depends on a number of factors taking place, for example consent of the LAT for the transfer of the contract to the buyer. If the property is leasehold, the buyer will need to obtain consent from the landlord of the premises to continue operating a dental practice. At this stage, you will also need to consult with your employees to inform them about the upcoming change in ownership, complying with your obligations as their employer.
Selling a dental practice does raise many legal aspects that are particular to the dental industry and which require specialised dental legal knowledge to successfully negotiate. Goodman Grant Solicitors have more than a quarter of a century’s experience in providing legal services to the dental industry. We can successfully guide you through selling a dental practice by providing expert legal advice and our business services team can help you prepare your practice for sale, prepare a valuation for you and negotiate a sale. If you are considering selling your dental practice we like to invite you to take a look at our website which has lots of useful information, or alternatively call us to find out how we can help you. We look forward to hearing from you.