Buying and Selling A Dental Practice: Expert Legal Support

Expert Legal Guidance for Dental Practice Sales and Acquisitions

Whether you’re acquiring your first dental practice, expanding a group, or preparing for a successful exit, buying or selling a dental practice is a complex process with legal, regulatory and commercial challenges that demand expert guidance. At The Jonathan Lea Network, we specialise in helping dental professionals navigate every stage of this process with confidence and clarity.

With years of experience advising dentists, associates, and dental corporates across England and Wales, we bring together deep legal knowledge and sector-specific understanding to deliver smooth, secure, and commercially sound transactions.

Why Legal Advice Is Essential for Dental Practice Transactions

Dental practice sales are not standard business transactions. They involve multiple regulatory bodies (such as the CQC and NHS England), sector-specific property and employment issues, and a high degree of scrutiny from lenders. Without proactive legal input, transactions can stall or fall through altogether.

Our team understands the nuances involved and takes a hands-on approach to ensure your transaction progresses efficiently while protecting your interests at every turn.

We routinely advise on:

• Asset and share sales, including incorporations and NHS contract structuring
• New and existing partnerships, including “partnership for a day” mechanisms for NHS contract transfers
• Property elements including lease assignments, new leases, and freehold sales
• Regulatory compliance, such as CQC applications and NHS England notifications
• TUPE advice, ensuring compliance and minimising employment risks
• Lender requirements, helping both sides meet conditions precedent swiftly

Our Legal Services for Dental Practice Sales & Purchases

We provide an end-to-end legal service tailored to the dental sector, from early-stage planning through to completion and post-sale matters.

For Buyers

We guide you through:

• Heads of Terms – We draft or review the commercial terms to ensure clarity from the outset and identify risks early.
• Due Diligence – Our team conducts thorough due diligence to uncover regulatory, employment, lease or ownership issues that may affect the purchase.
• Sale Agreement Negotiation – We prepare or review the asset or share purchase agreement, negotiating warranties, indemnities, and risk allocation.
• NHS Contract & CQC Transfer – We manage structuring around NHS contract transfers (e.g. partnership for a day) and coordinate CQC new provider registrations.
• Property Advice – Our team assists with lease assignments, new leases or freehold transfers, ensuring lender compliance where relevant.
• Employment Matters – We advise on TUPE and related employee consultation requirements.

For Sellers

We help you:

• Prepare for Sale – We work with you to review your practice’s legal and corporate structure, lease documents, employee terms and NHS contracts to pre-empt common buyer queries.
• Negotiate Heads of Terms – We advise on the commercial terms to ensure they align with your financial and practical goals.
• Answer Buyer Due Diligence – We support you in collating responses efficiently, limiting delays and minimising legal exposure.
• Draft & Negotiate the SPA/APA – We ensure the sale agreement reflects a fair allocation of risk and protects your exit.
• Manage CQC & NHS Processes – We advise on deregistration, retention options, and work to coordinate a simultaneous exchange and completion, where possible.
• Handle Employees – We help manage your responsibilities under TUPE, including notifications and any employee queries.

What Makes The Jonathan Lea Network Different?

Choosing the right legal partner can mean the difference between a stalled, stressful deal and a seamless, rewarding transaction. At The Jonathan Lea Network, we distinguish ourselves by offering:

• Dental Sector Experience
  We understand how dental practices work in practice, from goodwill valuation to capitation contracts, and how brokers, buyers, sellers, lenders, and regulators approach transactions.
• Specialist NHS Contract Knowledge
  We regularly advise on sales involving GDS and PDS contracts – including where NHS contracts are in an individual’s name but operated through a company. We’re skilled in structuring transactions to accommodate NHS England’s approval requirements.
• CQC Proficiency
  CQC applications are often the biggest delay. We know how to work with the CQC’s timing and requirements to plan ahead and minimise disruption.
• Fixed Fees Where Possible
  We offer capped or fixed-fee packages for many of our services to give you clarity and peace of mind over costs.
• National Reach, Personal Service
  While we advise clients nationwide, we deliver a personalised, boutique-style service – we’re accessible, responsive, and always clear on next steps.
• Collaborative Working
  Our team includes corporate, employment, and property solicitors who work together seamlessly, ensuring nothing falls through the cracks.

Key Legal Considerations for Dental Practice Transactions

NHS Contracts

• NHS contracts (particularly GDS and PDS) cannot usually be transferred outright.
• Common structuring options include partnership for a day or NHS incorporation.
• Buyers often need to establish a short-term partnership with the seller before they can take over the contract.
• NHS England approval is usually required, and we help prepare and submit the necessary notifications.

CQC Registration

• In England, all dental providers must be registered with the CQC before operating.
• Buyers typically need to apply as a new provider – this process can take 8–12 weeks or longer.
• Sellers may need to deregister or stay registered until handover.
• We ensure the sale agreement includes appropriate conditions precedent and longstop dates to manage timing and reduce risk.

TUPE and Employment Law

• When a practice is sold, TUPE (Transfer of Undertakings Protection of Employment) rules usually apply.
• Staff must be informed and consulted, and their terms and continuity preserved.
• We help both sellers and buyers navigate TUPE obligations and draft indemnities to manage risk around legacy employment issues.

Lease Assignments and Property Transfers

• Property issues often delay deals. Buyers may be taking over an existing lease, negotiating a new lease, or acquiring the freehold.
• We liaise with landlords, brokers and lenders to keep property elements aligned with the main transaction.

Lender Compliance

• Most buyers will be using commercial finance.
• We support both parties in meeting lender conditions, including title reviews, structure approvals, and personal guarantee coordination.

Proactive Seller Preparation: The Smart Advantage

If you’re considering selling your practice, early legal preparation is one of the most powerful steps you can take.

We help sellers:

• Clean up company and contract records
• Pre-empt due diligence questions
• Review lease terms and break clauses
• Identify any ownership or licensing issues
• Understand the tax and structural implications of different sale formats

This advance planning often leads to:

• Faster completions
• More confident buyers
• Better pricing
• Reduced chance of renegotiation

Who We Work With

We act for:

• First-time buyers
• Corporate dental groups
• Retiring principals and outgoing partners
• Associate dentists becoming owner-operators
• Mixed private and NHS practices
• Orthodontic, implant and cosmetic practices
• Multi-practice portfolio owners

We understand that no two transactions are the same and tailor our advice accordingly.

Next Steps: Book a Free Discovery Call

Whether you’re exploring a potential deal, have already found a buyer or seller, or want to prepare your practice for the market, we’re here to help.

📞 Book your free 20-minute consultation with one of our experienced solicitors today.

You’ll receive:

• A clear roadmap of next steps
• Insight into your legal position
• Practical advice tailored to your goals

Get in touch using the contact form here or call us now on +44 (0)1444 708 640. You can also visit our team page to meet the lawyers likely to be involved, including Liam, Callum and Andrew.