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 and clinical records, condition and ownership of dental chairs, imaging equipment, and IT systems, and the state of patient record-keeping and data protection compliance.
- Goodwill and patient base, how the practice’s goodwill has been calculated, and what protections (restrictive covenants, seller handover period) exist to protect that value once the current owner steps back.
We cover the CQC and due diligence questions specific to compliance in more depth in our guide to CQC compliance for dental practices, and the detail of what a proper pre-purchase checklist should include in our dental practice due diligence checklist.
NHS Contracts: Why They Need Separate Attention
An NHS General Dental Services (GDS) or Personal Dental Services (PDS) contract does not automatically follow a change of practice ownership in the way many first-time buyers assume. Depending on the transaction structure, the contract may need to be formally assigned, varied, or in some cases the subject of a fresh application to the commissioning Integrated Care Board, and commissioners can and do scrutinise these changes.
This matters commercially as much as legally. For many practices, particularly those with a high proportion of NHS activity, the NHS contract is the single most valuable asset in the deal, often worth more than the practice’s physical premises. A buyer who has not confirmed exactly how and when that contract will transfer risks completing a purchase before knowing whether they can actually deliver NHS care from day one.
We set out how the NHS contract route works in detail, including the partnership option some buyers use to bring an NHS contract in without a full change of provider, in our dedicated guide: the NHS dental contract partnership route.
CQC Registration for the New Owner
A change in the registered provider of a dental practice, whether through a share sale where the provider entity itself is unaffected or an asset sale where a new entity takes over, triggers CQC registration requirements that must be addressed before completion, not after. Applications should be submitted with plenty of lead time, since a gap in valid registration means the practice legally cannot deliver regulated dental activities.
Buyers frequently underestimate how much preparation the CQC application demands: nominating and, where required, registering a manager, evidencing governance arrangements, and demonstrating the incoming provider meets the fundamental standards of care from the outset. We go through the registration process, what commonly delays it, and how to build it into your transaction timetable properly in our guide to CQC compliance for dental practices.
Employees, Associates, and TUPE
The Transfer of Undertakings (Protection of Employment) Regulations apply to a dental practice sale regardless of whether it is structured as a share or asset purchase, meaning employees transfer to the buyer automatically, on their existing terms, with continuity of employment preserved. Genuinely self-employed associates sit outside TUPE and do not automatically transfer, which means fresh associate agreements need to be negotiated directly with them if the buyer wants them to stay.
A common trap is treating an existing “self-employed” associate agreement as reliable simply because that is what it says on paper. Employment status is determined by how the relationship actually operates, not by its label, and a buyer who inherits a mislabelled associate relationship can face unexpected employment claims later. Confirming genuine self-employed status, and separately securing the associates a buyer actually wants to retain, should happen early in the transaction, not left until the week before completion.
The Purchase Agreement: Warranties, Indemnities, and Restrictive Covenants
Once due diligence is substantially complete, the legal documentation is negotiated: a share purchase agreement or asset purchase agreement, setting out the price, completion mechanics, and critically, the warranties the seller gives about the state of the practice and the indemnities protecting the buyer against specific known risks uncovered in due diligence.
Restrictive covenants matter more in a dental practice sale than in many other SME transactions, because goodwill is so closely tied to the outgoing owner’s personal relationship with patients. A well-drafted agreement will typically include non-compete and non-solicitation covenants preventing the seller (and, where relevant, departing associates) from opening or working at a competing practice within a defined radius and time period, protecting the value the buyer has just paid for.
Completion and What Happens Next
Completion brings together the legal transfer, the CQC registration taking effect, the NHS contract position being confirmed, and, where a property is involved, the lease assignment or transfer completing in step. Timing these elements to land together is one of the more demanding parts of a dental practice transaction, and misalignment between, say, CQC registration and legal completion can leave a buyer owning a practice they are not yet permitted to operate.
Realistic timescales for a straightforward dental practice acquisition, from heads of terms to completion, typically run to several months once CQC processing time, NHS contract steps, and standard legal due diligence are factored in. Building enough time into your plan, rather than working back from an arbitrary target date, avoids unnecessary pressure on every party involved.
What This Means for You
Buying a dental practice successfully comes down to sequencing: confirming who can legally own the practice, choosing the right transaction structure, running due diligence that actually covers the risks specific to a regulated healthcare business, and lining up CQC registration and any NHS contract steps so they land alongside legal completion rather than afterwards.
For a deeper look at specific parts of this process, see our guides on dental practice partnership agreements, UDA disputes and units of dental activity, and what affects a dental practice’s valuation. If you are selling rather than buying, our companion guide on how to sell a dental practice covers the process from the other side of the table.
We act for both buyers and sellers in dental practice transactions, which means we understand how the other side is likely to approach a negotiation, not just your own. If you are considering buying a dental practice and want to talk through the structure, timeline, or a specific practice you have in mind, get in touch with our healthcare team or call us on +44 207 566 1188. You can also reach us at info@gurvelegal.com.
