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A restrictive covenant in a dental associate agreement is only enforceable if the practice can show it protects a legitimate business interest and goes no further than reasonably necessary to protect that interest. This is the same restraint of trade test the courts have applied to employment and commercial contracts for over a century, and it means a covenant that is too broad in duration, geography, or scope will not simply be relaxed by a court to something more reasonable. It will be struck out entirely, leaving the practice with no protection at all. This matters because non-compete and non-solicitation clauses are standard in almost every dental associate agreement, and in most partnership agreements too, yet many are drafted from an old template without being tested against the actual size and patient base of the practice using them. This post explains the legal test, the case law behind it, and what makes a covenant more or less likely to hold up. It follows on from our post on dental associate agreement key terms, and connects to our sub-hub on dental practice partnership agreements, where the same principles apply to partners leaving a practice. The Legal Test: Restraint of Trade Under English law, any clause that restricts a person’s freedom to work or trade after a contract ends is, in principle, void as an unlawful restraint of trade unless the party seeking to enforce it can justify it. This doctrine has been settled law since the House of Lords decisions in Nordenfelt v Maxim Nordenfelt Guns and Ammunition Co Ltd [1894] AC 535 and Herbert Morris Ltd v Saxelby [1916] 1 AC 688, and it still governs how courts approach every restrictive covenant dispute today, including in dentistry. The test has two parts: Legitimate business interest. The practice must be protecting something the law recognises as worth protecting, most commonly patient goodwill and connections, confidential information, or the stability of its trained workforce. A practice cannot simply restrict competition for its own sake; general competitive advantage is not, by itself, a legitimate interest the courts will protect. No wider than reasonably necessary. Even where a legitimate interest exists, the restriction must go no further than reasonably necessary, in duration, geographic area, and scope of activity restricted, to protect that specific interest. A covenant that is broader than needed will fail even where the underlying interest is entirely legitimate. Both limbs have to be satisfied. A narrowly drafted covenant protecting no real interest will fail on the first limb. A covenant protecting a genuine interest but drafted far wider than needed will fail on the second, even if the practice had good reason to want some protection. What the Courts Actually Look At In assessing whether a specific covenant goes further than reasonably necessary, courts weigh several factors together rather than applying a fixed formula: Factor What courts consider Duration How long the restriction lasts after the associate leaves. Longer periods require stronger justification; a restriction lasting many years after departure is very unlikely to be upheld regardless of the interest claimed. Geographic scope Whether the restricted area is proportionate to where the practice actually draws its patients from. A radius covering an entire city when the practice’s patient base is genuinely local is likely to be found excessive. Scope of restricted activity Whether the clause stops the associate practising dentistry at all in the area, or only from treating the specific practice’s existing patients, or only from soliciting them. Broader activity restrictions need stronger justification than narrower ones. The individual’s role and seniority An associate with limited patient-facing autonomy and no management role is generally in a weaker position to justify a wide covenant being enforced against them than, for example, an outgoing partner who managed the whole patient list. Whether it was individually negotiated or imposed A covenant genuinely negotiated between parties of comparable bargaining power is viewed differently to one imposed on a new associate as a take-it-or-leave-it term. Courts Will Not Rewrite an Unreasonable Covenant A common misconception is that if a covenant is drafted too broadly, a court will simply narrow it down to whatever period or area would have been reasonable. That is not how the doctrine works. If a covenant fails the reasonableness test as drafted, the default outcome is that it is void and unenforceable in its entirety, not modified into something enforceable. A ten-year restriction, for example, is very unlikely to be reduced by a court to something like two years; it will typically simply fail. There is a narrow exception, established authoritatively by the Supreme Court in Tillman v Egon Zehnder Ltd [2019] UKSC 32. The Court confirmed that a genuinely severable, self-contained part of an unreasonable covenant can sometimes be removed (the “blue pencil” approach) while leaving the rest of the clause intact and enforceable, but only where deleting the offending wording does not generate any major change in the overall effect of the remaining restraints, and only where removing it does not require the court to rewrite or add words rather than simply delete them. In Tillman, the Supreme Court held that the words “or interested in” could be severed from a non-competition clause that would otherwise have been read as preventing the claimant from holding even a small minority shareholding in a competing business, an effect the drafting had not intended and which went further than necessary. With that phrase removed, the remaining non-compete restriction was upheld as reasonable and enforceable. Tillman is useful because it shows both sides of this in one case: an over-broad covenant is a real risk, but well-drafted, severable wording can sometimes survive where a single element goes too far. It is not a licence to draft broadly and rely on a court to fix it afterwards. In Law By Design Ltd v Ali [2022] EWHC 426 (QB), the High Court took a similarly close look at a covenant with more than one restriction bundled together, upholding a 12-month, geographically limited non-compete as

A dental associate agreement is the contract that sets out how a self-employed associate dentist works within a practice, including how they are paid, what they are responsible for, and what happens if either side wants to end the arrangement. Since HMRC withdrew, from 6 April 2023, the automatic assumption that associates engaged on BDA or Dental Practice Business (DPB) approved contract terms were self-employed for tax purposes, the wording of this agreement matters more than it used to, not less. This post sets out the terms an associate, or a practice owner engaging one, should check carefully before signing. It sits alongside our sub-hub on dental practice partnership agreements, for associates weighing up a future partnership offer, and our dedicated post on restrictive covenant enforceability, which goes deeper on the non-compete and non-solicitation terms most associate agreements contain. Self-Employed Status: Why the Contract Wording Now Carries Real Risk Until April 2023, HMRC guidance provided a form of safe harbour: associate dentists engaged under the BDA’s or DPB’s approved model contract terms were generally accepted as self-employed for tax purposes provided the contract was followed in practice, without HMRC scrutinising the individual working arrangement further. HMRC withdrew that specific guidance with effect from 6 April 2023. Since then, an associate’s employment status for tax purposes is assessed case by case under HMRC’s ordinary employment status principles, using the same tests (control, substitution, mutuality of obligation, financial risk) that apply to any other engagement, not by reference to which model clause set the contract happens to be based on. This does not mean associates can no longer be genuinely self-employed. Most still are, and self-employed status remains the norm across the sector. What it means is that the contract’s terms have to actually reflect self-employed working in practice, not just recite the right words. A contract that says “the associate is self-employed” while the practice dictates the associate’s hours, supplies all equipment and materials without charge, and controls how the associate treats every patient looks a lot more like disguised employment to HMRC than the label suggests. If HMRC successfully reclassifies an associate as employed, the practice can face a retrospective PAYE and employer’s National Insurance liability, which is why many current associate agreements now include an indemnity requiring the associate to cover the practice’s losses if a reclassification arises from the associate’s own conduct or misrepresentation. If you are asked to sign an indemnity of this kind, understand exactly what you are underwriting before you agree to it, and take advice if the wording is broad enough to catch outcomes outside your control. Key Terms to Check Before Signing 1. Payment Terms and UDA/UDA Value (NHS Associates) For NHS-facing associates, the agreement should set out clearly how the associate is paid against Units of Dental Activity (UDAs), the UDA value applied, and what happens if the practice under-delivers or over-delivers against its overall NHS contract target during the year. Private fee income should be dealt with separately, typically as a percentage split of fees generated, with clarity on how lab fees and materials are deducted before the split is calculated. 2. Hours, Sessions and Autonomy Genuine self-employed status is supported by the associate retaining meaningful control over how the work is carried out, for example the ability to determine their own clinical approach, take on locum cover, and decline specific patients or treatments within professional guidelines. An agreement that fixes every aspect of the associate’s working day in the same way an employment contract would undermines the self-employed position it claims to establish. 3. Equipment, Materials and Overheads Check what the associate is charged for (surgery use, nursing support, materials, laboratory fees) and how those charges are calculated. Genuinely self-employed arrangements typically involve the associate bearing some element of financial risk and cost, rather than working entirely cost-free within the practice’s infrastructure. 4. Notice Periods and Termination Standard notice periods in dental associate agreements are commonly around three months, though this varies and should be checked against the specific agreement rather than assumed. Check what constitutes grounds for immediate termination (serious misconduct, GDC fitness to practise issues, loss of GDC registration) versus termination on notice, and whether the notice period is symmetrical between associate and practice. 5. Indemnity Insurance The agreement should require the associate to maintain adequate professional indemnity insurance throughout the engagement and to provide evidence of cover on request. Confirm whether the practice’s own indemnity arrangements extend to associates or whether the associate must hold entirely separate cover. 6. Restrictive Covenants Almost every associate agreement includes non-compete and non-solicitation clauses restricting the associate from working within a set radius of the practice, or treating the practice’s patients, for a period after leaving. These clauses are only enforceable where they go no further than reasonably necessary to protect a legitimate business interest, and poorly drafted covenants are struck down regularly. This is significant enough that we cover it in full in a dedicated post: restrictive covenants in dental associate agreements, are they enforceable? 7. GDC Registration and Compliance The agreement should make continued GDC registration, and compliance with GDC standards, a condition of the engagement, with a clear right for the practice to suspend or terminate if registration lapses or is subject to interim conditions. The 2026 GDC Annual Retention Fee is £698 for dentists, and lapsed payment (not just misconduct) is a genuine cause of registration lapsing if missed. 8. Restrictive Terms on Patient Records and Data Check who owns patient records and clinical data generated during the engagement (normally the practice, given its status as data controller under UK GDPR) and what the associate is entitled to access or take copies of on leaving, particularly relevant if the associate later sets up independently. What This Means for You Whether you are an associate about to sign your first agreement, or a practice owner updating your standard associate contract in light of the change in HMRC’s approach since 2023, the specific wording matters more than it

Every partner in a dental practice partnership must be a registered dentist, or fall within a narrow category of registered dental care professionals, or the practice risks operating an illegal partnership under the Dentists Act 1984. This is not a technicality. Carrying on the business of dentistry through an individual who is not GDC-registered is a criminal offence under section 41 of the Act, and where the practice operates through a company rather than a traditional partnership, a majority of the company’s directors must also be registered dentists or registered dental care professionals under section 43, or the company itself commits an offence. This post explains why GDC registration status of every partner (or, for a corporate structure, a majority of directors) is a structural requirement of the business, not just a professional formality, and what can go wrong when practices overlook it. It connects to our sub-hub on dental practice partnership agreements, and to our post on CQC registered managers, the other registration role every dental practice must get right. The Legal Requirement: Dentists Act 1984, Sections 41 and 43 Section 41 of the Dentists Act 1984 restricts who may carry on the business of dentistry. In broad terms, an individual who is not a registered dentist must not carry on the business of dentistry, subject to narrow historical and prescribed exceptions. Contravention is a criminal offence, punishable on summary conviction by a fine not exceeding level 5 on the standard scale under section 41(1B). Section 43 extends the same principle to businesses run through a body corporate rather than a traditional partnership. A body corporate commits an offence if it carries on the business of dentistry at a time when a majority of its directors are not registered dentists or registered dental care professionals. The penalty, again, is a fine not exceeding level 5 on the standard scale, applying both to the body corporate and to any individual director who commits the related offence under section 43(2) (for example, continuing as a director while erased or suspended from the relevant register). The GDC’s own guidance is direct about the practical effect of these provisions: to legally receive payment for dental treatment, a company must ensure a majority of its directors are GDC-registered, and it is a criminal offence for someone who is not GDC-registered to offer or provide dental treatment at all. The GDC states plainly that it will prosecute cases of illegal practice where appropriate. How This Plays Out in a Traditional Partnership In a straightforward, unincorporated dental partnership, the practical effect of section 41 is that every partner carrying on the business of dentistry needs to be a registered dentist (or fall within the narrow prescribed exceptions for certain dental care professionals). A partnership that includes a partner who is not GDC-registered, for example a spouse or business partner brought in purely for their management or financial input, but who is nonetheless treated as a partner carrying on the business of dentistry rather than a limited, non-clinical role, risks falling foul of the Act. This is different from, and in addition to, whether that person is entitled under general partnership law to be a partner at all; it is a sector-specific restriction layered on top of ordinary partnership law. Where a practice incorporates, whether as a limited company or an LLP with a corporate structure, the same underlying principle carries through via section 43’s director majority requirement, meaning the ownership and governance structure has to be actively managed to keep the registered-director majority intact as directors join and leave, not simply assumed to be fine because it started out that way. A Pattern We See Recur Across Healthcare Sectors The underlying problem here, a business arrangement that has never been properly documented and therefore defaults to rules the founders never actually chose, is not unique to dentistry. We see the same pattern recur across GP practices, dental practices, and, less commonly, opticians: a group of professionals starts working together informally, assumes the arrangement is understood well enough not to need writing down, and only discovers the gap when a dispute, a retirement, or a regulatory question forces the issue. In GP practices specifically, this most often shows up as an accidental “partnership at will” governed entirely by the Partnership Act 1890 defaults rather than terms the partners actually chose; we cover that pattern, and why it matters, in our post on partnership at will risk in GP practices. In dentistry, the registration requirement under the Dentists Act 1984 adds a further, sector-specific layer on top of that same underlying documentation problem. What Can Go Wrong Criminal liability. Both the individual carrying on the business while unregistered, and, where the structure is corporate, the body corporate itself, can commit a criminal offence with a fine attached. NHS contract risk. An NHS body discovering that a partnership does not meet the underlying legal requirements to carry on the business of dentistry is likely to treat this as a serious contractual and governance issue, with potential knock-on effects for the practice’s GDS or PDS contract. CQC registration issues. CQC registration as a provider assumes the underlying business is lawfully structured; discovering it is not can complicate registration, renewal, or an inspection outcome. Practical exposure on sale. A buyer’s due diligence on a practice sale will typically check partner and director registration status as standard. Discovering a gap during a transaction can delay or derail a sale, or reduce the price a buyer is willing to pay once the risk is identified. Lapsed registration, not just non-registration. Registration can lapse through non-payment of the GDC’s Annual Retention Fee (£698 for dentists in 2026) as well as through fitness-to-practise action. A partnership agreement should require partners to maintain registration and to notify the other partners immediately if it is at risk, so the practice is not caught out by an administrative lapse rather than a deliberate decision. What This Means for You If you are structuring a new dental partnership,

Buying into a dental practice means purchasing an equity share in an existing partnership, becoming a co-owner rather than an employee or associate. The price you pay, how it is structured, and what rights and obligations come with it are all governed by the partnership agreement you are being asked to sign, not by convention or what a previous partner paid. Before agreeing terms, you need to understand exactly what you are buying, how it has been valued, and how the payment is structured. This post sets out what new partners need to know before completing a buy-in. It sits alongside our sub-hub on dental practice partnership agreements, which covers the full range of terms a partnership agreement should contain, and our post on dental practice valuations, which goes deeper on how practices are actually valued. What You Are Actually Buying A buy-in typically involves purchasing a percentage share of the partnership’s capital and, going forward, an equivalent percentage share of profits. In practical terms, that share usually reflects a combination of: Goodwill. The value attributed to the practice’s patient base, reputation and referral relationships, which for NHS practices is treated differently to fully private goodwill because NHS goodwill has historically been more constrained by NHS contract rules. Tangible assets. Equipment, fixtures and fittings, and, where the practice owns rather than leases its premises, a share of the property. The NHS or private contract itself. Where the practice holds an NHS General Dental Services (GDS) or Personal Dental Services (PDS) contract, the buy-in needs to address how the incoming partner’s interest in that contract is documented and, where required, notified to or approved by the relevant NHS commissioning body. Work in progress. Treatment already underway or invoiced but not yet paid, which needs to be accounted for separately from the ongoing goodwill valuation. Before agreeing a price, insist on seeing how each of these elements has been valued individually, rather than accepting a single headline figure. Practices vary enormously in how much of their income is NHS versus private, and that split materially affects value: fully private practices and those with higher private income proportions have consistently commanded stronger valuations in the current market than NHS-dependent practices, reflecting the greater constraints on NHS contract value and pricing. How the Buy-In Price Is Usually Structured Most buy-ins are not paid as a single lump sum on day one. Common structures include: Staged payment. An initial payment on completion, with the balance paid over an agreed period, often linked to the practice’s ongoing performance or the new partner’s continued involvement. Vendor-linked deferred consideration. Part of the price is paid to the outgoing or existing partner(s) over time out of future profits, reducing the new partner’s need for upfront borrowing. External finance. New partners commonly fund a buy-in through a specialist healthcare or dental practice acquisition loan, secured against the equity share being acquired, rather than personal savings alone. Whichever structure is used, the partnership agreement should set out clearly what happens if the new partner cannot complete a staged payment, whether existing partners can accelerate repayment on certain trigger events (such as the new partner leaving early), and how interest, if any, accrues on deferred amounts. Terms to Check Before You Commit Profit Share From Day One Confirm exactly when your profit share takes effect, on completion, or phased in over an agreed period as your capital contribution is paid in full, and whether this differs from your capital share during any transition period. Decision-Making Rights Buying in as a minority partner does not automatically give you an equal say in every practice decision. Check the partnership agreement’s voting provisions carefully; some decisions may require unanimous partner agreement while others sit with a managing partner or a majority vote that could leave a minority incoming partner with limited practical influence despite a genuine financial stake. Restrictive Covenants That Will Bind You As an incoming partner, you will very likely be bound by non-compete and non-solicitation covenants if you later leave. These need to be reasonable to be enforceable, and the same legal test that governs associate covenants applies to partner covenants. See our post on restrictive covenant enforceability for the detail. What Happens If You Want to Leave Understand the exit terms that will apply to you before you buy in, not after you decide to go. This includes notice periods, how your share will be valued on exit (ideally using the same or a comparably fair methodology to the one used for your entry), and payment terms for buying your share back. GDC Registration and Regulatory Status As an incoming partner carrying on the business of dentistry, you must be a registered dentist (or fall within the narrow prescribed exceptions for certain dental care professionals) under the Dentists Act 1984. This should be confirmed and documented as a condition of completion, alongside CQC notification requirements where the change of partners needs to be reported to the CQC as part of the practice’s registration. Due Diligence on the Practice Itself Before committing, review the practice’s accounts, NHS contract performance and any UDA under-delivery history, existing liabilities, lease terms if premises are rented, and any ongoing disputes or complaints. A buy-in makes you personally liable, alongside the other partners, for the practice’s obligations going forward, and in some structures for historic liabilities too, so this diligence matters as much as it would in any business acquisition. What This Means for You A buy-in is a genuine business acquisition, not simply an extension of an associate role, and it deserves the same level of scrutiny you would apply to buying any other business. The partnership agreement you sign on completion will govern your financial exposure and your rights for as long as you remain a partner, so it is worth getting independent advice before you commit, not after terms have already been agreed informally. We regularly advise incoming and existing partners on structuring, negotiating and documenting dental practice buy-ins. If you are considering

Most disputes between dental partners, or between a practice and an associate, come from the same handful of causes: disagreement over profit share, breach of a restrictive covenant, disagreement over admitting or removing a partner, and disputes on exit over how a departing partner’s share should be valued. Nearly all of them are made worse, and far more expensive, by not having a partnership or associate agreement that addresses the specific point in dispute. This post sets out the disputes we see most often in dental practices and the drafting that heads them off before they escalate. It connects to our sub-hub on dental practice partnership agreements, and to our post on restrictive covenant enforceability, since covenant disputes are among the most common and highest-value disputes we see in this sector. Disputes Over Profit Share and Contribution A very common trigger is a change in one partner’s clinical output, whether through reduced hours, a period of illness, a shift toward more administrative or management work, or simply a change in how busy each partner’s list is, without the partnership agreement’s profit-sharing formula changing to reflect it. Under the Partnership Act 1890 default position, profits are shared equally regardless of contribution, and where partners have never displaced that default in writing, resentment tends to build quietly for a long time before it surfaces as an open dispute. The fix is a profit-sharing formula that is either reviewed on a set schedule, or built around objective, agreed metrics (sessions worked, UDAs delivered, private income generated) from the outset, so a change in circumstances triggers an agreed recalculation rather than a negotiation from scratch under pressure. Disputes Over Long-Term Absence Where a partner takes extended sick leave, maternity or paternity leave, or another form of long-term absence, and the partnership agreement is silent or relies on the 1890 Act default, that partner may remain entitled to a full, unreduced profit share indefinitely, while the remaining partners cover the clinical and administrative workload. This is one of the most common sources of real bitterness in dental partnerships precisely because there is rarely a villain, only a badly drafted or absent agreement. A properly drafted agreement should set out, in advance, how profit share is adjusted (if at all) during extended absence, what “extended” means in practical terms, and at what point the practice can begin the process of considering the partner’s position if the absence becomes genuinely unsustainable for the business. Restrictive Covenant Disputes Disputes frequently arise when a partner or associate leaves and either side disagrees about whether a restrictive covenant applies, and if so, whether it is enforceable. As we cover in detail in our post on restrictive covenant enforceability, UK courts apply a reasonableness test: the practice must show a legitimate business interest, and the restriction must go no further than reasonably necessary to protect it. Many covenant disputes could be avoided entirely with narrower, better-targeted drafting at the outset, rather than relying on a broad, unreviewed template clause that both sides only discover is unenforceable once it is tested. Where a covenant is genuinely well drafted, disputes are far more likely to resolve quickly because the outcome is predictable rather than contested. Disputes Over Practice Sale and Valuation When partners disagree about whether to sell the practice, or agree to sell but disagree about the price or the split of proceeds, the dispute often exposes gaps that were always there but never tested: no agreed valuation methodology, no clarity on whether goodwill is split equally or by capital share, and no mechanism for resolving disagreement other than each partner instructing their own valuer and hoping for the best. A partnership agreement that sets out, in advance, how a sale decision is reached (unanimous consent, majority vote, or a right of first refusal for remaining partners) and how any resulting valuation dispute is resolved (typically expert determination by an agreed independent valuer) removes most of the room for this kind of dispute to escalate into litigation. Deadlock Between Equal Partners Where a practice has two partners with equal shares and equal voting rights, a genuine disagreement on a significant decision, taking on new debt, admitting a new partner, or terminating the practice’s arrangement with a supplier or landlord, can leave the practice unable to make any decision at all. Without a deadlock-breaking mechanism (a casting vote, a requirement to mediate within a set timeframe, or a pre-agreed buy-out mechanism triggered by sustained deadlock), a genuinely stuck disagreement between two equal partners can paralyse the practice’s decision-making for months. Disputes Over Clinical Responsibility and Liability Where a complaint or a negligence claim arises from treatment provided by an associate, disputes can arise between the practice and the associate over who bears responsibility, and between partners over how any resulting liability or reputational damage is shared. The courts have confirmed that a practice owner’s duty of care to patients is non-delegable. In Breakingbury v Croad, a first-instance judgment handed down at Cardiff County Court in April 2021, the court held a practice owner liable for the negligence of an associate working under her, on the basis that the duty owed to patients could not be transferred away simply because the associate was self-employed. This makes it particularly important that associate and partnership agreements address indemnity, insurance requirements, and how any liability arising from clinical treatment is allocated between the parties, rather than leaving it to be worked out after a claim has already arisen. How Well-Drafted Agreements Prevent Escalation The common thread across nearly every dispute above is not that disagreement happened, disagreement between business partners is normal, but that the practice had no pre-agreed mechanism for resolving it, so a workable disagreement became an expensive, relationship-ending one. A well-drafted partnership or associate agreement should include: A clear, objective profit-sharing formula that is reviewed on a set schedule rather than left static indefinitely. Express provisions for long-term absence, setting out exactly how and when profit share is affected. Narrowly and carefully drafted

Selling a dental practice well starts long before a buyer is found. The practices that achieve the smoothest exits, and the best price, are the ones where the seller has organised their financial records, NHS contract position, and staff and associate arrangements well in advance, rather than reacting to a buyer’s due diligence requests under time pressure once heads of terms are signed. We act for dentists selling practices across England, from sole practitioners planning retirement to partners restructuring out of a group. This guide sets out how to prepare, what the legal process actually involves, and where sellers most often lose value or time. When to Start Preparing Most sale advisers and solicitors working in this space recommend starting preparation well before you intend to complete a sale, ideally somewhere in the region of 12 to 24 months ahead, with a working minimum of around six months even for a straightforward transaction. This is not a legal requirement, but a practical one: it takes time to tidy up financial records, resolve any outstanding CQC or NHS contract issues, and put associate arrangements on a proper footing, all of which a buyer’s due diligence will otherwise surface at the worst possible moment, during negotiation. A seller who starts this process early also has more room to influence value. Improving NHS activity delivery against contracted targets, addressing any CQC compliance gaps, and formalising informal arrangements with associates all take time to show up in the numbers a buyer will actually look at. Getting Your Documentation in Order Buyers, and their solicitors and accountants, will expect to see a consistent, complete set of documents during due diligence. Gathering these well in advance, rather than assembling them reactively, is one of the simplest ways to keep a transaction on schedule: At least three years of financial accounts and management information, alongside NHS UDA or UDA-equivalent delivery data against contracted targets The current NHS GDS or PDS contract and any variation notices CQC registration details, most recent inspection reports, and evidence of how any previous findings were addressed Employment contracts for all staff, and associate agreements, ideally reviewed in advance to confirm they reflect how those relationships actually operate Lease or freehold title documents for the practice premises An up-to-date equipment list with condition and maintenance records Patient record-keeping and data protection compliance evidence Where any of these reveal a problem, the earlier you know, the more options you have. A CQC finding resolved eighteen months before sale is a closed chapter. The same finding surfacing for the first time during a buyer’s due diligence looks very different, and can affect both price and buyer confidence. Understanding What Your Practice Is Worth Value in a dental practice sale is rarely a simple multiple of turnover. NHS contract mix, private fee income, EBITDA performance, location, the condition of equipment and premises, and how dependent the practice’s goodwill is on the current owner personally all affect what a realistic asking price looks like, and a professional valuation grounded in these factors gives you a defensible starting point for negotiation rather than a guess. We cover the specific factors that move a valuation up or down, including how NHS versus private income mix is typically treated, in detail in our companion guide: dental practice valuations, what affects the price. Assembling Your Advisory Team A dental practice sale generally involves a solicitor handling the legal transaction, an accountant advising on tax structuring and the financial picture presented to buyers, and often a specialist broker to manage marketing and buyer introductions. Bringing your solicitor in early, rather than only once a buyer is found, means the legal and tax planning can shape how the sale is structured from the outset, which matters more than most sellers expect. Tax treatment in particular deserves early attention. Business Asset Disposal Relief currently charges 18% tax on qualifying gains from 6 April 2026 (having risen from 14% between 6 April 2025 and 5 April 2026, and 10% before that), subject to a £1 million lifetime limit and conditions including at least two years’ qualifying ownership and, for a share sale, holding at least 5% of shares and voting rights as an employee or officer of the company. Whether a sale qualifies, and how it is structured, can materially change what a seller keeps after tax, which is why this conversation belongs at the planning stage, not after a buyer has already been found. Our mergers and acquisitions team works alongside sellers’ accountants from this early stage precisely so that legal structure and tax planning are aligned rather than bolted together at the last minute. Marketing the Practice and Selecting a Buyer Most sellers use a specialist dental broker to reach a vetted pool of buyers and manage the marketing process, often through a prospectus setting out the practice’s financial performance, patient base, NHS contract position, and premises. Price should not be the only factor in choosing a buyer. A buyer’s experience, their plans for existing staff and associates, and their ability to actually complete (including obtaining CQC registration and any NHS contract approval in reasonable time) all affect how smoothly the transaction, and the handover, actually goes. Heads of Terms and Due Diligence Once a buyer is selected, the commercial terms, price, structure, payment mechanics, and an expected completion timetable, are typically recorded in heads of terms. These are not usually legally binding on price and structure, but they set clear expectations and reduce the risk of misunderstandings once formal legal documents are being negotiated. The buyer’s due diligence exercise then follows, covering the financial, regulatory, employment, and property points set out above. A well-prepared seller who can answer due diligence questions quickly and with organised documentation keeps the transaction moving. See our companion piece on the dental practice due diligence checklist for the full list of what a buyer’s team will typically ask for. The Sale and Purchase Agreement The buyer’s solicitor will usually prepare the first draft of the share

Buying a dental practice is a regulated business acquisition, not a simple property purchase. You are acquiring a business that only a body corporate with a majority of dentist or dental care professional directors is legally permitted to run, that needs its own Care Quality Commission registration, and that may hold an NHS contract which cannot be assigned without commissioner involvement. Get any one of those three wrong and completion can stall, or the practice cannot open its doors under new ownership on day one. We act for dentists and dental groups buying practices across England, from a first-time associate buying their first single-surgery practice to established groups adding to a portfolio. This guide sets out the legal steps involved, in the order they typically happen, so you know what to expect and where the real risk sits at each stage. Who Can Legally Own a Dental Practice Ownership of a dental practice in England is not open to anyone with the capital to buy one. Under section 43 of the Dentists Act 1984, a body corporate commits a criminal offence if it carries on the business of dentistry at a time when a majority of its directors are not registered dentists or registered dental care professionals (dental therapists, hygienists, and other GDC-registered roles qualify). A director who has been suspended or erased from the relevant professional register cannot serve as a director of a dental body corporate while that suspension or erasure applies. The General Dental Council does not itself license or approve a dental body corporate, and there is no separate GDC registration step for the company. What matters is compliance with the Dentists Act 1984 structure at all times, both at completion and on an ongoing basis as directors change. This is why buyer due diligence should always confirm the target company’s current director composition, and why buyers structuring an acquisition through a new corporate vehicle need to get the board makeup right from day one, not fix it after completion. Sole trader and partnership structures are simpler in this respect, since the owner or partners must themselves be GDC-registered dental professionals, but they carry their own risks around personal liability and succession that a limited company structure is often used to manage. Which structure suits your acquisition is a commercial and tax question as much as a legal one, and one we typically discuss with a buyer’s accountant before heads of terms are agreed. Share Purchase or Asset Purchase: Choosing the Structure Every dental practice acquisition is structured as either a share purchase (buying the company that owns and runs the practice) or an asset purchase (buying the practice’s assets, such as equipment, goodwill, and the lease, out of the existing company, with the seller’s company retaining any liabilities not assumed). A share purchase is often commercially simpler where the practice holds an NHS contract, since the contract sits with the company and does not need to be separately assigned. Its drawback is that the buyer inherits the target company’s full history, including any undisclosed liabilities, historic employment issues, or prior CQC compliance problems, which is why warranties, indemnities, and a thorough due diligence exercise matter more in a share sale than almost any other transaction type. An asset purchase gives the buyer a cleaner slate, since only the assets and liabilities specifically agreed to transfer will do so, but it usually requires the NHS contract to be formally assigned or novated with commissioner involvement, adds a step to the CQC registration process, and still triggers TUPE for the practice’s employees regardless of which structure is used. Factor Share purchase Asset purchase NHS contract Usually transfers with the company, no separate assignment needed Requires formal assignment or novation, commissioner approval needed Inherited liabilities Buyer inherits the company’s full history unless carved out by warranty or indemnity Buyer generally only takes on what is expressly agreed CQC registration Provider registration is varied to reflect the change of ownership at company level New registration application typically required for the buying entity Employees (TUPE) Employment continues uninterrupted, since the employer entity does not change TUPE applies, employees transfer automatically on their existing terms Due diligence burden Higher, buyer is exposed to everything in the company’s past Lower on historic liability, but more moving parts to complete cleanly There is no universally “better” structure. It depends on the seller’s preference, the presence and value of an NHS contract, and how much risk a buyer is willing to accept in exchange for a simpler transfer. We advise on the right structure for your specific acquisition as one of the first things we do, drawing on the same mergers and acquisitions expertise we apply across SME business sales generally, because it shapes almost everything that follows. Due Diligence: What a Buyer Needs to Check Due diligence on a dental practice acquisition goes well beyond standard commercial due diligence, because so much of the practice’s value sits in things that do not show up on a balance sheet. A thorough exercise should cover: Financial records, typically three years of accounts, NHS UDA delivery data against contracted targets, and private fee income, to sense-check the asking price against actual performance rather than headline turnover. NHS contract terms, including current UDA or UDA-equivalent value, any history of underperformance or clawback, and whether the contract is subject to the payment and quality reforms taking effect from 1 April 2026, which affect how urgent care activity within GDS and PDS contracts is treated. CQC compliance history, the practice’s current rating, any enforcement action, warning notices, or unresolved complaints, and the status of the registered manager. Employees and associates, contracts, pay, notice periods, and crucially, whether associates genuinely operate as self-employed in practice, not just on paper, since a mislabelled associate relationship can create unexpected employment liabilities post-completion. The property, whether the practice occupies leasehold or freehold premises, the lease term remaining, rent reviews, and any landlord consent required for a change of tenant or occupier. Equipment

A dental practice’s value is not a simple multiple of turnover. It is driven by NHS versus private income mix, adjusted EBITDA, the proportion of value sitting in goodwill rather than tangible assets, and how dependent that goodwill is on the current owner personally. Two practices with identical turnover can be worth very different amounts once these factors are properly assessed, which is why a credible valuation matters as much for a buyer deciding what to offer as it does for a seller deciding what to ask. We act for both buyers and sellers in dental practice transactions, which gives us a clear view of how valuations actually hold up under negotiation and due diligence, not just how they look on paper. This guide sets out the factors that genuinely move the price, and what to do next once you understand where your practice sits. How Dental Practice Valuations Are Calculated The standard approach used across the sector is an earnings-based method: normalised, or adjusted, EBITDA (earnings before interest, tax, depreciation, and amortisation) multiplied by a market multiple. “Normalised” matters here, since raw accounting profit is adjusted to strip out one-off costs and to reflect the owner’s clinical work at a fair market rate rather than at whatever drawings figure appears in the accounts. Two practices with the same headline turnover can have very different adjusted EBITDA once this exercise is done properly. Sector advisers commonly apply multiples in the region of 6 to 7 times adjusted EBITDA for an average practice, rising towards 9 times for exceptional, high-growth practices, with prime London practices sometimes commanding higher multiples again. These figures are market-standard ranges rather than a fixed rule, and the multiple actually achieved depends heavily on the specific factors below, so treat any generic multiple as a starting point for discussion, not a number to rely on without a proper valuation. NHS Versus Private Income Mix This is consistently one of the strongest drivers of value. Private income generally attracts a higher multiple than NHS income tied to a contract, because it carries fewer regulatory constraints and is not dependent on delivering a set volume of units of dental activity to a commissioner’s satisfaction. That does not mean NHS contracts are worth little. A well-performing NHS contract with reliable delivery against target is a valuable, income-generating asset in its own right, and for many practices remains the single most valuable line item in the sale, but it is typically valued differently to equivalent private turnover. Buyers and valuers will also look closely at how NHS income is likely to be affected by the NHS dentistry quality and payment reforms taking effect from 1 April 2026, which change how urgent care activity is treated within GDS and PDS contracts. A practice whose NHS income depends on arrangements affected by these reforms needs its valuation approached with that transition specifically in mind, not on the basis of historic delivery data alone. Goodwill: The Largest, and Most Fragile, Component Goodwill commonly represents somewhere in the region of 60 to 80% of a dental practice’s total sale price, with tangible assets such as equipment and fit-out making up the balance. Given how much of the price sits here, understanding what kind of goodwill you are buying or selling matters enormously. Practitioners in this sector generally distinguish between two types: Personal goodwill, tied directly to the individual dentist’s relationship with their patients. This is the most fragile form of value, since it can walk out the door with the seller if patients are more loyal to the person than the practice. Free (or practice) goodwill, attached to the practice itself, its location, its reputation, and its systems, rather than to any one clinician. This transfers far more reliably to a new owner and is generally valued more highly as a result. A buyer should always ask how much of a practice’s goodwill is personal versus free, and a seller who wants to maximise value ahead of a sale should be actively working to convert personal goodwill into free goodwill, through broader clinical teams, strong systems, and reducing single-dentist dependency, well before marketing the practice. Other Factors That Move the Number Factor Effect on valuation Location Affluent and high-footfall areas, particularly parts of London and the South East, tend to command higher multiples, reflecting both private fee potential and buyer demand Financial performance trend A practice with three years of consistent or growing adjusted EBITDA values more highly than one with flat or declining performance, even at the same current turnover Equipment and premises condition Modern, well-maintained equipment and a fit-for-purpose surgery reduce a buyer’s post-completion capital expenditure, supporting a stronger price Associate and staff structure A practice with properly documented associate agreements and low staff turnover is lower risk, and lower risk supports a higher multiple CQC compliance history A clean CQC record with no unresolved enforcement action removes a significant source of buyer hesitation and due diligence delay Lease terms A long, assignable lease on reasonable terms adds security; a short lease or one requiring difficult landlord consent can depress value or complicate the sale What Valuation Means for Deal Structure The valuation you arrive at does not just set an asking price, it also shapes how the deal should be structured. A practice heavily weighted towards personal goodwill or a single NHS contract may need warranty and indemnity protection built around that specific risk. A high-value goodwill component affects tax planning on both sides, including corporate purchasers’ ability to claim fixed-rate relief on goodwill acquired since 1 April 2019, subject to the applicable conditions. This is why valuation, tax structuring, and legal documentation are best considered together from an early stage, rather than treating valuation as a standalone exercise that happens before the “real” legal work begins. Our mergers and acquisitions team works alongside valuers and accountants for exactly this reason, so the structure of the deal reflects where the practice’s value actually sits, not just its headline price. Tax on

Due diligence on a dental practice acquisition needs to cover considerably more than the practice’s accounts. Because most of a dental practice’s value sits in an NHS contract that cannot simply be assigned, in associates whose employment status may not be what the paperwork says, and in a CQC registration that has to transfer correctly before a buyer can lawfully treat a single patient, the standard commercial due diligence checklist used for an ordinary SME acquisition is not enough on its own. This is exactly the kind of transaction where specialist acquisition support pays for itself, since a generic due diligence template will miss the issues that are specific to healthcare contracts. This post sets out what buyers actually need to check, and why each item matters. For the wider transaction process, see our guide to how to buy a dental practice. For the two areas that most commonly derail a dental acquisition once due diligence is under way, see our posts on the CQC application process and on Units of Dental Activity. The NHS Contract Itself If the practice holds an NHS (GDS or PDS) contract, this is usually the single most valuable asset in the transaction, and the one most easily got wrong. Key checks include: How the contract is actually held. Is it held by an individual, a partnership, or a body corporate? This determines the transfer mechanism entirely, whether the buyer will need to be admitted as a partner under the partnership route, or whether the transaction is a share purchase subject to any change of control clause in the contract. Whether the contract has ever been improperly structured. Where goodwill has been moved into a company while the NHS contract stayed personally held with the seller, because GDS and PDS contracts cannot be assigned, this creates a real risk that the contract has been held in breach for some time. This needs to be identified and resolved before exchange, not discovered afterwards. UDA delivery history. Request at least the last two to three years of reconciliation position letters, not just a summary. Consistent delivery in the 96% to 102% tolerance band is the position you want to see. Delivery below 96% in any recent year signals possible clawback exposure, whether already recovered, being disputed, or still to be assessed. Any live action plans, disputes or breach notices. If the practice is currently subject to a mid-year action plan requirement or a disputed reconciliation figure, this needs to be understood and, ideally, resolved or specifically addressed in the sale agreement before completion. The actual contracted UDA rate. This varies significantly between contracts and directly determines the practice’s income per unit of activity delivered. It should be checked against the contract documentation, not assumed from a general market figure. Change of control provisions, for incorporated practices specifically, since many commissioners insert a clause requiring notice or consent before a controlling interest in the corporate contractor changes hands. Our dedicated post on the NHS dental contract partnership route explains the transfer mechanism itself in full, including the joint liability period buyers need to plan for. CQC Registration A buyer cannot lawfully deliver regulated dental activities until their own CQC registration, whether as an individual or as a new provider, has been confirmed. This is not a formality that can be left until after completion: commissioners typically make the NHS contract variation conditional on CQC registration being in place, and the registration process itself can take a considerable period to complete once submitted, so it needs to start early, well before exchange where possible. Due diligence here should cover: The seller’s current CQC registration status, any conditions attached to it, and its inspection history and rating. Any enforcement action, warning notices, or unresolved compliance issues on the existing registration. A realistic timeline for the buyer’s own registration, factored into the transaction timetable from the outset rather than assumed to run in parallel automatically. See our full guide to the CQC application process for dental practices for the detail buyers need on timing and documentation. Associates and Staff Dental practices typically operate with a mix of employed staff and self-employed associates, and due diligence needs to test both categories properly: Genuine self-employed status. Associate agreements labelled as self-employed arrangements do not automatically guarantee that status will hold up if challenged. Reviewing how the relationship actually operates in practice, not just what the paperwork says, matters because misclassification carries real financial and tribunal exposure. Whether associates will continue post-sale, and on what terms. Genuinely self-employed associates do not automatically transfer to the buyer under TUPE on an asset sale, so early, direct conversations with key associates about their intentions are usually necessary rather than assumed. Restrictive covenants. Check that associate agreements contain properly drafted, enforceable restrictive covenants protecting the practice’s goodwill and patient base, since poorly drafted covenants may not hold up if an associate later leaves and competes locally. Employed staff. Standard employment due diligence applies here, contracts, notice periods, any live disciplinary or grievance matters, and TUPE implications for employed staff on an asset sale. GDC registration and performer numbers for all clinical staff, confirmed as current and unrestricted. Financial and Commercial Position At least three years of full practice accounts, reviewed alongside NHS contract income to understand what proportion of revenue is NHS versus private, and how stable that mix has been. Details of any capitation scheme arrangements (such as Denplan or DPAS) and their terms, since these represent a separate revenue stream with their own transfer mechanics. An inventory of equipment included in the sale, its condition, and any hire-purchase or lease arrangements attached to it, together with maintenance contract details for clinical equipment such as compressors, autoclaves and X-ray machines. Details of the practice premises, whether owned or leased, and if leased, the lease terms, any landlord consent required for assignment, and rent review or break clause provisions. Patient Records and Data Protection A dental practice is a data controller for its patient records under

An NHS dental contract (whether GDS or PDS) cannot be sold or assigned to a buyer directly. The National Health Service (General Dental Services Contracts) Regulations 2005 prohibit assignment outright, which means every genuine sale of an NHS dental practice has to happen indirectly, through what the profession calls the “partnership route”: the buyer is added as a partner to the existing contract, and the seller then retires from it. Getting this sequencing wrong, or misunderstanding what it does and does not achieve, is one of the most common ways a dental practice sale goes wrong. This post explains how the partnership route actually works, why it exists, what NHS England (via the commissioning Integrated Care Board) requires at each stage, and where buyers and sellers most often come unstuck. If you are part-way through a dental practice acquisition already, our guide to how to buy a dental practice covers the wider transaction, and our companion piece on Units of Dental Activity explains the contract value you are actually acquiring. Why an NHS Dental Contract Cannot Simply Be Sold GDS and PDS contracts are personal to the contractor. Schedule 3 to the 2005 Regulations sets out, in detail, who is permitted to hold an NHS dental contract: an individual dental practitioner registered with the General Dental Council, two or more individuals practising in partnership, or a body corporate (a dental corporation) that meets the ownership requirements in the Dentists Act 1984. What the regulations do not permit is the straightforward assignment of the contract from one contractor to an unconnected buyer, in the way you might assign a commercial lease or a supply agreement. This is a deliberate feature of NHS primary care commissioning, not an oversight. The commissioner needs to know, and approve, who it is contracting with at every stage. A contract cannot simply change hands on the strength of a private sale agreement between buyer and seller; the commissioner has to be a party to the change throughout. The practical effect is that the goodwill, equipment, premises and staff of a dental practice can be bought and sold in a fairly conventional business sale structure, but the NHS contract itself has to move by a different, statutory route that runs in parallel with, and is conditional on, that wider transaction. How the Partnership Route Works Where the contract is currently held by an individual principal or by a partnership, the standard mechanism is as follows: Step 1, the buyer is introduced as a partner. The existing contract holder (or holders) notifies the commissioner in writing that they intend to enter into partnership with the buyer to hold the contract jointly. The buyer must be GDC-registered and meet the commissioner’s eligibility requirements. NHS England’s Policy Book for Primary Dental Services requires a minimum of 28 days’ notice before the partnership change takes effect, though in practice the commissioner will often want considerably more lead time to process the paperwork properly. Step 2, CQC registration is confirmed before anything happens on the ground. The incoming partner must be registered with the Care Quality Commission, whether as an individual on an existing registration or as part of a new provider registration, before they can lawfully treat NHS patients under the contract. Commissioners will typically make the partnership variation conditional on CQC registration being confirmed. See our separate guide on the CQC application process for dental practices for the detail, since this step alone can take weeks and needs to start well before the intended completion date. Step 3, the buyer and seller operate the contract jointly, for a period. Once the partnership variation is approved, both buyer and seller are jointly and severally liable under the NHS contract as partners. This is not a formality: during this period, the seller carries real contractual exposure for anything the buyer does under the contract, and vice versa. Most transactions keep this period as short as commercially sensible, but it rarely disappears entirely, since the commissioner’s own processing timescales sit outside the parties’ control. Step 4, the seller retires from the partnership. Once the buyer is established as a partner, the seller gives notice of retirement. The commissioner’s policy guidance requires the retiring partner to be formally nominated and confirmed by all parties to the contract, along with fresh notice to CQC that the seller has ceased to be a registered manager or provider in respect of the practice. Once retirement takes effect, the buyer is the sole remaining party to the NHS contract (or remains in partnership with any other continuing partners), and the seller has no further standing under it. Because the sale and purchase agreement has to work around this regulatory sequence rather than against it, it is usually drafted alongside the deal by a team who handle business sale and acquisition transactions day to day, rather than treated as a standard asset purchase with an NHS contract bolted on as an afterthought. Two commercial points follow directly from this structure. First, a genuine dental practice sale is never a single completion event on the NHS contract side; it is a sequence with at least two regulatory milestones (partner admission, then partner retirement), and the private sale agreement between buyer and seller needs to be drafted around that sequence, not against it. Second, because the seller remains a partner and jointly liable for a period after the buyer has taken over day-to-day control, the sale and purchase agreement needs to deal explicitly with indemnities covering that overlap period, not just with the completion date itself. What the Commissioner Actually Checks NHS England’s policy guidance is clear that the commissioner cannot arbitrarily refuse to admit a properly qualified incoming partner. If the proposed partner is GDC-registered and meets the ordinary eligibility criteria, the commissioner does not have a general discretion to block the transfer. What the commissioner does check, and can properly withhold approval pending, includes: Confirmation of the incoming partner’s GDC registration and, where relevant, performer number status. A

A Unit of Dental Activity, or UDA, is the measure NHS England uses to set, deliver and pay for the vast majority of NHS dental work carried out under a General Dental Services (GDS) or Personal Dental Services (PDS) contract. Every NHS dental contract in England specifies an annual UDA target, and the practice is paid according to that target being met, not according to the number of patients seen or the actual clinical time involved. Understanding how UDAs work, and where the numbers most often become disputed, matters whether you are running a practice, buying one, or dealing with a shortfall the commissioner is chasing. This post explains the UDA system in full, then looks at where disputes typically arise between contractors and commissioners. If you are here because a specific practice has fallen short of its target, our companion piece on UDA clawback deals with the financial recovery process in detail. If you are assessing a practice before buying it, see our guide to how to buy a dental practice and our note on the NHS dental contract partnership route, since UDA performance and the mechanics of transferring the contract are closely linked in any acquisition. For wider NHS contract compliance questions beyond UDAs, our NHS regulatory compliance team can help. What a UDA Actually Is Rather than paying a dentist a fee for each individual procedure, NHS England allocates each GDS or PDS contract a number of UDAs to deliver over the contract year, and pays the contract value in return for that activity being delivered. The number of UDAs attached to a course of treatment depends on which of three treatment bands the treatment falls into, not on how long it takes, how complex it is clinically, or how many appointments it requires. Band What it covers UDA value Patient charge from 1 April 2026 Band 1 Examination, diagnosis (including X-rays where needed), advice, scale and polish if clinically required, fluoride varnish application 1 UDA £27.90 Band 2a Band 1 treatment plus straightforward fillings or extractions 3 UDAs £76.60 Band 2b Band 1 treatment plus non-molar root canal work or multiple fillings/extractions 5 UDAs £76.60 Band 2c Band 1 treatment plus molar root canal work 7 UDAs £76.60 Band 3 Band 1 and 2 treatment plus crowns, dentures, bridges and other laboratory work 12 UDAs £332.10 Band 2 was split into these three sub-bands, 2a, 2b and 2c, for courses of treatment accepted on or after 25 November 2022, based on the clinical detail submitted in the course of treatment record. The patient-facing charge for all Band 2 treatment stayed a single figure regardless of sub-band, the sub-division exists for NHS activity measurement purposes, not for patient billing. A crucial, and commercially significant, feature of the system is that UDAs are claimed per course of treatment, not per appointment. If a patient needs a crown that requires several visits, the practice still claims the 12 UDAs for that Band 3 course once, on completion (or acceptance, depending on the specific claim rules), regardless of how many appointments or how much chair time it actually took. This flat-rate structure is precisely why UDA delivery and case mix matter so much commercially: a practice with a high proportion of complex, multi-visit Band 3 work can be working considerably harder for the same UDA total than one weighted towards routine Band 1 checks. How the Annual Target and Contract Value Work Each GDS or PDS contract specifies an Annual Contract Value and a corresponding UDA target for the year, historically set by reference to the practice’s past activity levels, and since adjusted through successive rounds of contract negotiation and reform. The practice is paid the contract value in monthly instalments throughout the year, in return for an undertaking to deliver the contracted number of UDAs. The rate paid per UDA (sometimes called the UDA value) is set out in each individual contract and varies considerably between practices, sometimes markedly, reflecting how contract values were originally calculated back when the current system was introduced and adjusted since. There is no single national UDA rate that applies uniformly to every contract, so any figure quoted as a “typical” or “average” UDA value should be treated as indicative only, not as the rate that applies to a specific practice. Anyone assessing a specific contract, whether as the current holder or a prospective buyer, needs to check the actual contracted rate in the contract documentation itself. Tolerance Bands: How Much Room a Practice Has NHS England’s guidance on year-end reconciliation sets out tolerance thresholds that determine what happens if a practice does not deliver exactly 100% of its contracted UDAs: 96% to 100% delivery, the shortfall is carried forward into the following contract year’s target rather than triggering financial recovery. The practice has not been penalised, but the gap has to be made up later. Below 96% delivery, the commissioner recovers the overpayment relating to the UDAs contracted but not delivered, calculated against the contracted UDA rate. This is the clawback threshold, and it is the point at which underperformance becomes a direct financial liability rather than simply a target carried forward. Our UDA clawback post explains exactly how that calculation works and what a practice can do about it. Up to 102% delivery, standard overperformance tolerance, generally without additional payment above the contracted rate unless the commissioner has agreed otherwise. Above 102%, up to 104% or 110% in specific cases, only achievable with prior commissioner agreement, for example under approved oral health programmes or where the commissioner has expressly agreed additional funded activity. This tolerance structure is confirmed as continuing unchanged into the 2026/27 contract year under NHS England’s current quality and payment reforms guidance, which took effect for unscheduled and urgent care provisions from 1 April 2026 and for complex care pathways from 23 June 2026. Those reforms changed how certain categories of activity are defined and claimed, but they did not alter the underlying 96% to 102% tolerance mechanism.

If you are buying or selling a dental practice, the transaction cannot complete until the buyer holds a valid Care Quality Commission registration in their own right. This is not a formality that runs alongside the legal completion, it is frequently the item that dictates the completion date. Getting the CQC application right, and starting it at the right time, is one of the most common causes of delay in dental practice sales we see. This post sets out how the CQC application process actually works for a change of ownership, what it costs, how long it realistically takes, and where transactions typically get stuck. It is written for buyers and sellers who are part way through, or about to start, a practice sale, alongside the wider legal process we cover in our guide to buying a dental practice. Why the buyer needs their own CQC registration CQC registration is not transferable. When a dental practice changes hands, whether by a share sale or an asset sale, the incoming owner or owning entity must hold its own CQC registration before it can lawfully carry on the regulated activities the practice provides, principally the treatment of disease, disorder or injury, and in most general dental practices, diagnostic and screening procedures and surgical procedures. This matters differently depending on how the deal is structured: Share purchase. The registered legal entity (the company, partnership, or LLP) does not change, so in principle the existing CQC registration can continue. However, CQC still needs to be told about the change of ownership, and if the individuals who were part of the original fit and proper person assessment (directors, partners, the nominated individual) are changing, fresh applications for those individuals are usually required. Asset purchase. The buyer is a different legal entity from the seller, so a brand new provider registration is required in full. This is the scenario that most often drives the CQC timeline, because a new applicant has to go through the complete process from a standing start. Because most SME dental practice sales in England are structured as asset purchases, particularly single-site and small-group transactions, this post focuses mainly on that new provider registration route, with share purchase variations noted where they differ. Who has to be on the application CQC registration for a dental practice organisation (rather than a sole trader) requires two specific roles to be filled and individually assessed: The nominated individual. This is the person who acts as the provider’s main point of contact with CQC and takes overall responsibility for supervising the way the regulated activities are managed. It is usually a director, partner, or senior figure in the buying entity. They must satisfy CQC’s fit and proper person requirements under Regulation 6 of the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014, covering good character, relevant qualifications, competence, skills and experience. The registered manager. This is the person legally accountable for the day-to-day management of the regulated activities at the location, sharing that accountability with the registered provider. A registered manager is required unless the registered provider is an individual who is themselves managing the practice day to day. Registered managers are assessed against the equivalent fit and proper person requirements under Regulation 7. Both roles typically require an enhanced Disclosure and Barring Service (DBS) check, a full employment history, professional references, and evidence of relevant qualifications and professional registration (for a dentist, GDC registration). CQC may also conduct a fit person interview as part of assessing either role. If you are appointing a nominated individual or registered manager who has not held either role before, build extra time into your planning, first-time applicants are more likely to need an interview. What the application actually involves In practical terms, a new provider application to CQC for a dental practice requires: Confirmation of the legal entity type (sole trader, partnership, or organisation, including LLPs) and its registered details The regulated activities being applied for, and the specific location(s) they will be carried on at A statement of purpose setting out the aims, objectives and range of services the practice provides Nominated individual and, where required, registered manager applications with supporting DBS, references and qualification evidence Evidence of financial viability for the incoming provider Insurance confirmation, including employer’s and public/professional indemnity cover Policies covering safeguarding, infection control, complaints handling and other core governance areas appropriate to the service CQC has been explicit, including in its most recent public statements on registration reform, that its direction of travel is towards applications being complete and evidence-ready at the point of submission, rather than treating the application as the start of a back-and-forth information-gathering process. From 9 February 2026, CQC confirmed it would begin returning incomplete adult social care applications at the point of receipt rather than requesting missing information after submission, as part of a wider push to clear registration backlogs. We have not been able to confirm an identical, dated rule specifically for dental and primary medical services on CQC’s own pages, but the practical lesson for dental buyers is the same: treat the application as something to get right first time, not something you can patch up as you go. A returned or rejected application does not just cost time, it pushes you to the back of the processing queue. How long the process takes There is no single guaranteed timescale, but based on current guidance from compliance specialists working with CQC-regulated providers, a realistic working range for a new provider dental application is: Stage Typical duration Preparing the application: DBS checks, references, policies, financial evidence 2 to 6 weeks Submitting and CQC validating the application is complete 1 to 2 weeks CQC assessment of the application 8 to 12 weeks Fit person interview and, where required, site visit 2 to 4 weeks Final decision 1 to 2 weeks Add this together and most well-prepared applications take somewhere in the region of three to six months from a standing start to a registration decision. This

UDA clawback is the recovery of NHS funding from a dental practice that delivers less than 96% of the Units of Dental Activity set out in its annual GDS or PDS contract. NHS England (through the commissioning Integrated Care Board and the NHS Business Services Authority) calculates the shortfall against the contracted UDA rate and recovers the overpaid amount at year-end reconciliation. For a practice already under financial pressure, a clawback notice can be one of the most damaging events in its year, and it is entirely avoidable with the right monitoring and, where a shortfall looks likely, the right conversation with the commissioner before year end rather than after. This post explains exactly how clawback is calculated, the tolerance bands that apply, what happens procedurally once a shortfall is identified, and what a practice can realistically do about it. If you need the background on what a UDA actually is and how the annual target is set, read our sub-hub post on Units of Dental Activity explained first. If clawback exposure is something you are trying to assess before buying a practice, our guide to buying a dental practice sets out where this fits into the wider transaction, and our NHS regulatory compliance team can help with wider contract compliance issues. The Tolerance Bands, and Where Clawback Starts NHS England’s guidance on year-end reconciliation sets four bands of UDA delivery, each with a different financial consequence: Delivery against contracted UDAs What happens Below 96% Full clawback of the overpayment relating to the shortfall, calculated against the contracted UDA rate, up to the full annual contract value in serious cases 96% to 100% No clawback. The undelivered UDAs are carried forward into the following year’s target instead 100% to 102% Standard overperformance tolerance, generally no additional payment above the contracted rate unless otherwise agreed Above 102% (up to 104% or 110% in specific cases) Only achievable, and only paid, with the commissioner’s prior agreement, for example under approved oral health programmes The critical figure for most practices is 96%. Falling anywhere between 96% and 100% is a genuine shortfall against the target, but it costs the practice nothing directly, it simply increases what the practice needs to deliver the following year. Falling below 96% is where the position changes from an administrative carry-forward to a direct financial liability. This structure is confirmed as continuing into the 2026/27 contract year under NHS England’s current dentistry quality and payment reforms guidance. The reforms taking effect through 2026, covering unscheduled care from April and complex care pathways from 23 June, change how certain categories of activity are defined and claimed, but they do not alter the 96% clawback threshold or the reconciliation mechanism itself. How the Clawback Figure Is Actually Calculated The calculation is, in principle, straightforward: the commissioner identifies the difference between the contracted UDA target (adjusted for any carry-forward from the previous year) and the UDAs actually delivered and claimed, then multiplies that shortfall by the practice’s contracted UDA rate to arrive at the amount recoverable. For example, a practice contracted to deliver 10,000 UDAs at a contracted rate of £28 per UDA has an annual contract value of £280,000. If it delivers only 9,400 UDAs across the year, that is 94% of target, below the 96% threshold. The shortfall of 600 UDAs, multiplied by the £28 rate, gives a clawback figure of £16,800 recoverable by the commissioner. Because contracted UDA rates vary considerably between practices, this worked example is illustrative only, the actual calculation for any specific contract depends entirely on the rate set out in that contract. Two points make this calculation more complicated in practice than the simple formula suggests. First, carry-forward from a previous year’s shortfall or surplus is factored into the current year’s adjusted target before the percentage is calculated, so the headline “96%” is measured against an adjusted figure, not necessarily the contract’s original stated UDA target. Second, where a contract has changed hands part-way through the year, for example through the partnership route on a practice sale, responsibility for a shortfall can become genuinely contested between outgoing and incoming contract holders if the sale documents did not address it. This is exactly the kind of exposure a buyer’s due diligence needs to price in before exchange, not discover after completion. The Reconciliation Timetable and Where a Shortfall First Becomes Visible UDA delivery is checked at two formal points during the contract year, run by the NHS Business Services Authority’s Provider Assurance Dental team on behalf of the commissioner: Mid-year review, around the 30 September checkpoint. A practice tracking below roughly 30% of its adjusted year-to-date target at this stage is generally required to submit an action plan setting out how it intends to close the gap before year end. This is the point at which a likely shortfall should already be visible internally, well before any formal notice arrives, if the practice is monitoring its own claims data through the year. Year-end reconciliation, after the financial year closes. The commissioner issues a position letter confirming final delivery against target. Where delivery falls below 96%, this is when the clawback figure is formally calculated and notified, and where the contractor has a defined window to respond or dispute the figures before a breach notice is issued. The practical lesson from this timetable is that clawback should rarely come as a genuine surprise. A practice tracking its own claims data monthly against the adjusted annual target will see a shortfall developing well before the mid-year checkpoint, at a point where there is still time to increase capacity, address a specific cause (a long-term staff absence, a recruitment gap, an equipment failure), or open a conversation with the commissioner about the circumstances, rather than facing a fixed clawback figure with no opportunity to influence it. What a Practice Can Do About a Looming or Actual Shortfall Engage with the mid-year action plan process properly. Where the commissioner requires an action plan, a well-evidenced plan that credibly

Business Asset Disposal Relief now charges 18% on the first £1 million of qualifying gains, up from 10% as recently as April 2025. If you are a dental practice owner who has been putting off the incorporation decision, that rate rise is a real cost, not a theoretical one, and it is not the only lever currently moving. This post sets out where Capital Gains Tax and Business Asset Disposal Relief now stand, what incorporating a dental practice actually involves, and the specific complication dental practices face that most incorporation guidance written for other sectors ignores: the NHS contract. We act for dental practice owners considering incorporation, on both the corporate restructuring and the wider practice sale and purchase side, and this is one of the most common conversations we have with practice principals in their forties and fifties. This post is not a substitute for a personal tax computation from your accountant, but it should give you a clear, current picture of the rules before you have that conversation. What has actually changed on Capital Gains Tax Two separate things have moved in the last eighteen months, and it is worth being precise about both. General Capital Gains Tax rates for individuals now stand at 18% on gains that fall within your basic rate income tax band and 24% on gains above it, for disposals from 6 April 2026. The annual exempt amount, the slice of gains you can realise tax-free each year, is £3,000. These are the rates that would apply to a straightforward sale of dental practice goodwill or shares by an individual who does not qualify for a specific relief. Business Asset Disposal Relief (BADR, formerly known as Entrepreneurs’ Relief) is the relief most dental practice owners actually plan around, because it applies a flat rate to the first £1 million of lifetime qualifying gains rather than the standard rates above. That rate has been rising in stages: Disposal date BADR rate On or before 5 April 2025 10% 6 April 2025 to 5 April 2026 14% From 6 April 2026 (current rate) 18% We are now past the 6 April 2026 change, so 18% is the rate that applies today to a qualifying disposal. To qualify, broadly, you must have owned the business (or, for a share sale, held at least 5% of shares and voting rights in your “personal company” and been an employee or director) for at least two years before disposal, and the business must be a genuine trading business. The £1 million lifetime limit is cumulative across your life, not an annual allowance, so if you have used part of it on a previous disposal, less is available now. The practical point for dental practice owners is this: BADR at 18% is still meaningfully better than the standard 24% higher rate, but the gap has narrowed sharply since 2025, and the direction of travel over the last two Budgets has been consistently upward. Anyone weighing up incorporation now, or a future exit, should plan on the assumption that today’s rate is not guaranteed to be tomorrow’s, and build in a realistic margin rather than assuming the current 18% will still apply when they eventually sell. Why incorporation is a CGT event in the first place If you currently run your dental practice as a sole trader or partnership and move the business into a limited company, you are disposing of the business, including its goodwill, for tax purposes, even though economically you still own and control it (now via company shares rather than directly). This crystallises a capital gain based on the market value of the goodwill and other business assets at the point of transfer, whether or not any cash actually changes hands. Historically, dental practice goodwill has often built up substantial value over many years of trading, particularly for practices with a strong private fee income base, so this is rarely a nominal figure. Two mechanisms exist to manage the resulting tax charge, and they work in opposite directions. Option one: pay the gain now, using Business Asset Disposal Relief You crystallise the gain on incorporation and pay CGT at the current BADR rate (18%, subject to your lifetime limit and the qualifying conditions above). The advantage is that your shares in the new company then have a base cost equal to their market value at incorporation, which reduces your gain (and therefore your tax) if and when you sell the company or its business in future. It also means you are paying tax at today’s known rate, rather than gambling on a rate you cannot control years down the line. Option two: defer the gain, using Incorporation Relief Under section 162 of the Taxation of Chargeable Gains Act 1992, if you transfer the whole of your business, including all its assets other than cash, to a company wholly or mainly in exchange for shares, the capital gain is automatically rolled over into the base cost of those shares rather than taxed immediately. No CGT is payable at the point of incorporation. The trade-off is that your shares now carry a lower base cost, so a larger gain (taxed at whatever the prevailing rules are at the time) crystallises when you eventually sell the company. From 6 April 2026, HMRC has also tightened the administration of this relief: claimants must now make a formal claim through their Self Assessment return, setting out details of the transaction, the tax computation, and the type of business transferred, rather than the relief simply applying automatically in the background. This is a genuinely new procedural requirement and one that is easy to miss if your accountant is working from an older process. It is possible to elect out of automatic Incorporation Relief under section 162A specifically to access BADR instead, effectively choosing to pay tax now at a known rate rather than defer it. Which option makes sense depends heavily on your personal circumstances: your current marginal tax rate, how much of

A dental practice partnership agreement is the written contract that governs how partners share profits, make decisions, bring in new partners and, eventually, leave. If your practice operates without one, or is relying on a deed drafted before the practice changed shape, you are not protected by “how things have always worked”. You are protected by the Partnership Act 1890, a piece of Victorian legislation that fills the gaps left by any partnership without its own rules, often in ways none of the partners would choose if asked directly. This is the guide we point dental partners to before they sign, renegotiate, or discover a gap in their existing agreement the hard way. If you are approaching this from the buyer’s side of a practice acquisition rather than as an existing partner, our main guide on how to buy a dental practice covers the wider transaction. This post sits above our more specific posts on associate agreements, restrictive covenants, GDC registration risk and common partnership disputes, each of which goes deeper on one part of this picture. Why a Written Partnership Agreement Matters More in Dentistry Than in Most Businesses Dental partnerships carry two layers of exposure that a general trading partnership does not. First, the ordinary commercial risks of any partnership: unlimited personal liability, joint and several responsibility for the practice’s debts, and no statutory mechanism to remove an underperforming or disruptive partner without dissolving the whole arrangement. Second, sector-specific risk: GDC registration status of every partner, CQC registration and the requirement for a registered manager, and, for NHS practices, the General Dental Services (GDS) or Personal Dental Services (PDS) contract that the practice’s income depends on. Courts have also confirmed that dental practice owners carry a non-delegable duty of care to patients that cannot be shifted onto an associate simply because the associate is nominally self-employed. In Breakingbury v Croad, a first-instance judgment handed down at Cardiff County Court in April 2021, the court held that a practice owner remained liable for the negligence of an associate dentist working under her, on the basis that patients are patients of the practice and the duty of care to them cannot be delegated away. Whatever your internal profit-sharing arrangement, the outside world, and the courts, will generally treat the partnership as one entity responsible for the care it delivers. Getting the internal agreement right is what determines how that exposure is shared, insured against and managed between partners, not whether it exists. What Happens Without One: The Partnership Act 1890 Default Position If two or more dentists run a practice together, sharing profits, without a partnership agreement, or with one that is silent on a particular point, the Partnership Act 1890 fills the gap automatically. It was not written with modern professional practices in mind, and its defaults create real problems for a dental partnership specifically: Partnership Act 1890 default rule Practical effect on a dental practice Any partner can dissolve the partnership by giving notice to the others One partner can force the break-up of the entire practice, including its NHS contract, at will Profits and losses are shared equally Applies regardless of clinical output, capital contributed, or hours worked, even where partners’ contributions are very different No mechanism to expel a partner A partner who is negligent, disruptive, or in serious breach of GDC standards cannot be removed without agreement or a court application Death or bankruptcy of a partner dissolves the partnership Can automatically terminate the practice’s legal existence at the worst possible moment, with knock-on effects for the NHS contract and CQC registration No agreed method for valuing a departing partner’s share Leaves goodwill, work in progress and NHS contract value all open to dispute on exit None of these defaults can be relied on to produce a sensible outcome for a dental practice, and several of them (automatic dissolution on death or bankruptcy in particular) can put the NHS contract itself at risk if not addressed contractually in advance. We see the same underlying pattern recur across GP surgeries, dental practices, and occasionally opticians: a group of professionals starts working together informally, assumes a “gentleman’s agreement” is enough, and only discovers the Partnership Act 1890 defaults apply when a relationship breaks down. The Core Terms Every Dental Partnership Agreement Should Cover A properly drafted agreement displaces the 1890 Act defaults and replaces them with terms fitted to how your practice actually operates. At minimum, it should address: Capital and profit share. How much capital each partner has contributed, how profits and losses are divided (equal shares are rarely appropriate once contributions differ), and how drawings are managed. Decision-making and voting. Which decisions need unanimous partner agreement (taking on debt, admitting a new partner, changing the NHS contract) and which can be made by a majority or by the managing partner alone. Roles and time commitment. Clinical sessions expected, administrative and management responsibilities, and what happens if a partner wants to reduce hours. Absence and incapacity. Sick leave, maternity and paternity leave, and long-term incapacity provisions. Without express terms, a partner on long-term sick leave may still be entitled to an equal profit share indefinitely under the 1890 Act default, which can put real strain on the partners still working. GDC and CQC compliance. A requirement that every partner remains GDC-registered throughout, and clarity on who holds CQC registration and who is (or will become) the CQC registered manager. See our dedicated post on GDC registration risk in dental partnerships for why this matters more than most partners realise. Restrictive covenants. Non-compete and non-solicitation terms that apply if a partner leaves, drafted narrowly enough to be enforceable. Covered in full in our post on restrictive covenant enforceability, which applies the same underlying legal test to partners as to associates. Admission of new partners and buy-ins. The process, valuation method, and funding arrangements for bringing in a new partner, whether an existing associate or an external buyer. Retirement and exit. Notice periods, valuation of the departing

24-hour retirement lets an NHS dentist draw their NHS Pension Scheme benefits, including the tax-free lump sum, while continuing to work in the practice, provided they take a genuine 24-hour break from all NHS pensionable service before returning. It is a long-established mechanism, but the details of how to do it correctly, what it means for your CQC registration, and how it now sits alongside a newer alternative, partial retirement, are widely misunderstood. Getting the mechanics wrong risks the pension not being validly taken at all. This post explains how 24-hour retirement actually works for NHS dentists, what CQC requires (and, just as importantly, does not require), and when partial retirement might now be the better route. It sits alongside our broader guidance on buying a dental practice, since retirement planning and practice transitions are frequently dealt with together as a principal moves towards stepping back. What 24-hour retirement actually is To be treated as retired for NHS Pension Scheme purposes and to draw your benefits, you must take a genuine break of at least 24 hours from all NHS pensionable service, across every NHS role you hold, before returning to NHS work. This is not a formality on paper; NHS Pensions is clear that your employer, or in the case of a GDS or PDS contractor, the relevant party, is responsible for verifying that the break actually happened. The break can fall on any day, including a weekend or bank holiday, provided it is a genuine 24-hour gap. For a dentist who is a partner in a GDS or PDS contract, this means more than simply stopping clinical work for a day. To retire from the contract for pension purposes, the individual must cease to be a party to the GDS contract, which in a partnership structure means leaving the partnership entirely for the break period, not merely taking a day off clinically while remaining a partner. This is a common point of confusion: taking 24 hours away from the surgery chair is not the same as taking 24 hours away from the contract, and only the latter satisfies the pension requirement. What happens to the practice and the NHS contract Whether the GDS or PDS contract needs to be formally amended on NHS England’s Compass system depends entirely on what happens after the retirement, not on the retirement itself: If the dentist returns to the same partnership, company, or LLP with the agreement of the other partners, the contract can generally remain with the existing provider. The retirement closes that individual’s tenure and period of service, but does not require a new provider to be created. If the dentist returns as a clinician only, rather than as a partner or provider, the Commissioner needs to add them to the contract in Compass in that capacity. If a different dentist takes over as the sole provider, or the position changes more substantially, a new Provider ID or a Contract Provider Change may be needed. The key practical point is that this needs planning with whoever manages the practice’s NHS contract administration, in parallel with the pension application, not as an afterthought once the pension paperwork is already moving. What CQC requires: nothing, provided you stay a partner This is the part of 24-hour retirement that generates the most unnecessary worry, and CQC has addressed it directly. Under CQC’s own published guidance, a dentist partner taking 24-hour retirement from their NHS contract has no CQC registration requirements to fulfil at all, provided they remain a partner in the CQC-registered partnership throughout. The reasoning is straightforward: a person does not need to be a dentist, or to hold an NHS contract, to be a partner or a registered manager in a CQC registered partnership. NHS contract status and CQC partnership status are simply two separate things. A partner who retires from their NHS contract for the 24-hour period but does not retire from their responsibilities as a partner remains accountable, alongside the other partners, for the regulated activities carried on at the practice throughout that period. There is no need to notify CQC or take any action regarding CQC registration purely because of a 24-hour retirement. This matters in practice because it is common to see this confused with the CQC implications of a full sale or change of provider, which are entirely different and do carry a formal application process. We cover that separately in our guide to the CQC application process when buying or selling a dental practice. A 24-hour retirement is not a change of CQC provider, and should not be treated as one, provided the individual stays within the existing partnership structure. Why dentists do this: the tax-free lump sum and pension access The main reason dentists use 24-hour retirement is straightforward access to benefits: it allows a dentist who wants to draw their NHS pension, including the tax-free lump sum, to do so at their chosen retirement age without having to give up work at the practice entirely. For many dentists in their late fifties or sixties who are not yet ready to fully retire but want to access built-up pension value, or who want more control over how their pension growth interacts with the annual allowance, it is an effective planning tool. The tax-free lump sum itself is subject to the standard Lump Sum Allowance, currently £268,275, which caps the amount of pension commencement lump sum that can be taken tax-free across all of an individual’s pensions combined (unless a protected higher allowance applies from before the rules changed). The standard annual allowance for pension contributions and growth, currently £60,000, is also a relevant consideration for dentists still accruing further NHS pension benefits after returning to work, particularly higher earners who may be subject to a tapered, lower annual allowance. These figures should always be checked against your specific circumstances with a financial adviser, since which section of the NHS Pension Scheme you are in (1995, 2008, or 2015) affects how your benefits are

A CQC nominated individual is a named director, secretary, or other senior person who supervises the management of a dental practice’s regulated activity on behalf of the provider, and is legally required wherever the practice is registered with the Care Quality Commission as an organisation rather than as an individual or partnership. Under Regulation 6 of the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014, the provider must take reasonable steps to ensure that person is of good character, has the qualifications, competence, skills, and experience to do the job properly, and is fit to do so by reason of their health. Because most UK dental practices now operate through a limited company or LLP rather than as a sole trader or traditional partnership, this requirement applies to the majority of practices, whether newly registering, restructuring, or going through a sale. Getting the appointment right, and understanding what the role actually involves once made, matters more than most owners initially assume. What the Nominated Individual Is Legally Required to Do The nominated individual’s core statutory function is to supervise the management of the regulated activity being carried on by the organisation. In practice, for a dental practice, that means being the person with genuine, active oversight of how clinical governance, safety, and quality are being managed across the registered locations, not simply a name on a CQC form. CQC expects the nominated individual to understand the practice’s structure, know how information flows up to them, and be able to demonstrate that they are actively engaged in overseeing compliance, rather than delegating the substance of the role entirely to a practice manager or registered manager while retaining only the title. This distinguishes the nominated individual from the registered manager, who is separately responsible for day-to-day operational management at a specific location. The two roles can be, and often are, held by different people. Where they are, the nominated individual still carries organisational-level accountability to CQC for the regulated activity even though someone else is managing it daily on site. We cover the registered manager role, how it differs, and how the two roles interact in our companion article on CQC registered managers in dental practices. Who Can Be a Nominated Individual There is no requirement that the nominated individual be a dentist or hold a General Dental Council registration, since the role is one of governance and supervision rather than clinical practice. In most incorporated dental practices, the nominated individual is a director or company secretary who is genuinely involved in running the business, often the principal dentist-owner, a managing director, or a senior partner in a group structure. What CQC is looking for is someone with real, ongoing visibility of how the practice is governed, not a passive figurehead appointed purely to satisfy the paperwork. CQC assesses fitness for the role against the same three-part test used for registered managers under Regulation 7: good character, the necessary qualifications, competence, skills and experience, and fitness by reason of health, after reasonable adjustments are made. When assessing character specifically, CQC has regard to matters set out in Part 2 of Schedule 4 to the regulations, which includes conduct such as any caution or conviction, any exclusion from another regulated activity, and evidence of behaviour that raises a doubt about honesty or integrity. What the Application Process Involves To satisfy CQC that a nominated individual meets the fitness test, the provider must be able to supply, or arrange the availability of, the information set out in Schedule 3 to the 2014 Regulations. In practice this means: Proof of identity, including a recent photograph An enhanced criminal record certificate (DBS check), including barring list information where relevant A full employment history, with a satisfactory written explanation of any gaps Satisfactory references covering conduct in previous roles connected with health or social care, or with children or vulnerable adults, where applicable Documentary evidence of any relevant qualifications A satisfactory declaration of any physical or mental health condition relevant to the person’s capability to carry out the role CQC may also conduct a fit-person interview as part of assessing a proposed nominated individual, particularly for a new registration or where CQC has queries about the evidence submitted. Since CQC changed how it handles incomplete applications from 9 February 2026, submitting a Schedule 3 evidence pack that is missing documents or contains gaps is now more likely to result in the application being rejected outright at the point of submission, rather than CQC writing back to ask for what is missing. Assembling a complete, accurate pack before submission, rather than treating it as something that can be tidied up after the fact, is now the safer and often the faster route through registration. Why This Is a Real Legal Consideration, Not a Formality Providing a regulated activity, such as dental treatment, without the correct CQC registration in place is a criminal offence under section 10 of the Health and Social Care Act 2008. Because the nominated individual is the named person CQC holds accountable for supervising the regulated activity on the provider’s behalf, that accountability is personal as well as organisational. If CQC identifies serious or repeated failings in how a practice is governed, the nominated individual’s fitness for the role can be reassessed, and in serious cases CQC can take enforcement action that directly affects that individual’s position, not just the corporate registration. This has practical consequences worth thinking through before someone is put forward for the role, including: Who actually has the capacity to do it properly. A dentist who is fully booked with clinical sessions five days a week may not, in practice, have the time to exercise genuine oversight, whatever their title says. What happens on a sale or restructuring. Where a practice is bought or sold as a share sale, the existing nominated individual arrangement may need to change; where it is an asset sale, the buyer will usually need to register a nominated individual for the new provider

A dental practice cannot lawfully provide treatment of disease, disorder or injury, or any other CQC-regulated activity, until it is registered with the Care Quality Commission. Once registered, the practice must meet the fundamental standards on an ongoing basis, not just at the point of registration, and CQC can inspect, warn, or take enforcement action at any time. Providing a regulated activity without registration is a criminal offence under section 10 of the Health and Social Care Act 2008. For a buyer, seller, or existing owner of a dental practice, CQC compliance is not a one-off form filling exercise. It runs through incorporation decisions, staffing structure, day-to-day clinical governance, and any sale or purchase of the business. This page sets out what CQC compliance actually requires for a dental practice specifically, since the position differs from other primary care settings in ways that matter in practice. What CQC Regulates in a Dental Practice CQC’s authority comes from the Health and Social Care Act 2008 and the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014. For most dental practices, the relevant regulated activity is “treatment of disease, disorder or injury”, which covers routine restorative and preventive dentistry, oral surgery, and related clinical care. Practices offering additional services, such as diagnostic and screening procedures using ionising radiation, family planning, or surgical procedures beyond general dentistry, may need to register for those activities separately. Registration is activity-based, not premises-based. A single legal entity operating from several sites must register each location, and adding a new regulated activity or a new site to an existing registration requires a variation application, not a fresh registration from scratch. This matters most at the point of a practice sale, an expansion, or the introduction of a new service line such as implants or sedation, where the registration itself needs to move in step with the underlying business change. CQC has also confirmed that direct-to-consumer orthodontic treatment, where a patient is assessed and treated following a scan or self-taken impressions without an in-person clinical examination, counts as a regulated activity requiring registration. This closed a gap that some remote aligner providers had previously operated in, and it is a useful reminder that new service models do not automatically sit outside CQC’s scope simply because they look different from a traditional chairside appointment. The Fundamental Standards Once registered, every dental practice must meet the fundamental standards set out in Regulations 9 to 20A of the 2014 Regulations. These are the baseline legal requirements CQC assesses against, and breaching several of them (unsafe care and treatment, or a breach that causes avoidable harm) can lead directly to prosecution rather than merely a requirement notice. Regulation Standard What it means in practice for a dental practice Regulation 9 Person-centred care Treatment plans reflect the individual patient’s needs and consent, not a standardised approach Regulation 10 Dignity and respect Privacy in consultation and treatment, respectful communication, particularly for vulnerable or anxious patients Regulation 11 Need for consent Valid, informed consent obtained and recorded before treatment, with capacity properly considered Regulation 12 Safe care and treatment Infection control, medicines and equipment management, risk assessments, safe sedation and radiography practice Regulation 13 Safeguarding from abuse Staff trained to recognise and report safeguarding concerns, particularly for children and vulnerable adults Regulation 15 Premises and equipment Suitable, properly maintained clinical premises and equipment, including calibration and servicing records Regulation 16 Complaints An accessible complaints process, with complaints investigated and acted on, not just logged Regulation 17 Good governance Effective systems to assess, monitor, and improve quality, and accurate, complete patient records Regulation 18 Staffing Sufficient, suitably qualified and GDC-registered staff, with appropriate training and supervision Regulation 19 Fit and proper persons employed Recruitment checks, including enhanced DBS checks, for all staff involved in regulated activity Regulation 20A Duty of candour Openness with patients when something goes wrong during their care These standards apply continuously, not just when an inspector is in the building. CQC’s own assessment approach for dental services organises evidence around five key questions: is the service safe, effective, caring, responsive, and well-led. Unlike care homes or hospitals, dental practices are not given an overall Outstanding-to-Inadequate rating. Instead, CQC records whether the fundamental standards are met or not met, and reports publicly on any shortfalls it finds. Who Needs to Register, and in What Capacity CQC registration sits at the level of the provider, not the individual dentist. A dental practice registers in one of three ways: as an individual (a sole trader dentist), as a partnership, or as an organisation, which includes limited companies and LLPs. The structure chosen for the business has direct regulatory consequences. Where the provider registers as an organisation, the law requires a nominated individual, a director, secretary, or other senior person who supervises the management of the regulated activity on the organisation’s behalf and is CQC’s main point of accountability. Partnerships and organisations must also appoint a registered manager, the person legally responsible for the day-to-day running of the regulated activity at each location. A high proportion of UK dental practices are now run through limited companies rather than traditional partnerships, largely for liability and tax reasons, which means the nominated individual requirement applies to most practices in a way it does not to, for example, most GP surgeries still operating as partnerships. We cover both of these roles, and how they differ from each other, in the two companion articles linked below. Both roles carry personal legal exposure. CQC assesses the fitness of a nominated individual or registered manager against the same three criteria under Regulations 6 and 7: good character, the qualifications, competence, skills and experience needed to carry out the role, and fitness by reason of health, after reasonable adjustments. The information CQC requires to satisfy itself of this, set out in Schedule 3 to the 2014 Regulations, includes a full employment history with explanations for any gaps, satisfactory references, proof of relevant qualifications, and an enhanced DBS check. The Registration Process