Staff, Associates and TUPE in Dental Practice Sales: Protecting the Team and Managing Risk
This guide explains when TUPE applies in a dental practice sale, which team members are covered, what employment due diligence buyers should carry out, how associate agreements affect goodwill, and what warranties, indemnities and heads of terms provisions help protect both sides.
Why do staff and associates matter so much in a dental practice sale?
The team is often central to the value of the practice
When buying or selling a dental practice, it is easy to focus first on price, premises, CQC registration, equipment and patient numbers. Those issues are important, but the clinical and administrative team can be just as significant to the success of the transaction.
Patients often build long-term relationships not only with the principal dentist, but also with associates, hygienists, nurses, reception staff and practice managers. A practice may look financially strong on paper, but if key people leave shortly before or after completion, the value of the goodwill being bought may be reduced.
For buyers, staff and associate issues are about continuity and risk. They need to know who will continue working in the practice, on what terms, and whether any employment, tax, pension, holiday pay, grievance or status issues may transfer with the business.
For sellers, the priority is usually to preserve value, avoid disruption and manage confidentiality. A poorly handled announcement can unsettle the team, affect patient confidence and give the buyer an opportunity to renegotiate.
Staff, associates and TUPE should therefore be considered early, ideally before heads of terms are signed. Leaving these issues until the sale agreement is nearly final can create delay, mistrust and unnecessary legal risk.
For a wider overview of how staffing issues fit alongside CQC registration, property, goodwill and due diligence, see JLN’s main guide to Buying or Selling a Dental Practice.
What is TUPE and when can it apply to a dental practice sale?
TUPE can transfer employees automatically to the buyer
TUPE stands for the Transfer of Undertakings (Protection of Employment) Regulations. In simple terms, TUPE is designed to protect employees when a business, or part of a business, changes hands.
In a dental practice transaction, TUPE is most commonly relevant where the sale is structured as an asset purchase. The buyer may acquire the goodwill, equipment, contracts and other assets of the practice, and the employees assigned to that business may transfer automatically to the buyer if there is a relevant transfer.
Where TUPE applies, employees usually transfer to the buyer on their existing terms and with continuity of employment preserved. The new employer generally steps into the shoes of the old employer in relation to those employees. This means the buyer may inherit employment liabilities connected with the transferring staff.
TUPE does not apply simply because the parties use the word “sale”. The position depends on the structure and facts of the transaction. The key question is whether there is a relevant transfer of an economic entity that retains its identity, or another type of transfer covered by the regulations.
In a share sale, TUPE usually does not apply in the same way because the employer remains the same company. The ownership of the company changes, but the employees continue to be employed by the same legal entity. However, employment due diligence is still essential because the buyer acquires the company with its existing workforce liabilities.
Which team members are usually covered?
Employees and associates need to be analysed separately
A dental practice team may include different categories of people. Their legal position should not be assumed from job titles alone.
Employees, such as nurses, receptionists, practice managers and employed clinicians, may be protected by TUPE if the transaction is a relevant transfer. If they are assigned to the practice being transferred, their contracts may move to the buyer automatically.
Self-employed associates and hygienists are different. They may not be employees for TUPE purposes, but their contracts can still be critical to the value of the practice. If patients attend because of particular clinicians, the buyer will want to know whether those clinicians are staying and whether their agreements can continue.
Worker or employment status can be a sensitive issue. A person described as self-employed may still have employment or worker rights depending on how the relationship operates in practice. Labels in a contract are relevant, but they are not conclusive.
This means buyers should review both the written agreements and the actual working arrangements. Sellers should also check these arrangements before going to market, because unclear status can create uncertainty and affect price, warranties and indemnities.
What information should the buyer request about staff?
Employment due diligence should be detailed and practical
A buyer should not wait until immediately before completion to understand the team it is taking on. Employment due diligence should start early and should be handled carefully because staff information is sensitive.
The buyer will usually want to review:
Employment contracts and policies. These documents show basic terms such as pay, hours, holiday, notice, sick pay and disciplinary procedures. They also help the buyer understand whether the practice has consistent employment documentation or whether informal arrangements have developed over time.
Pay, holiday and pension records. These records can reveal liabilities that may not be obvious from the accounts. For example, there may be accrued holiday, pension compliance issues or inconsistent treatment of overtime and part-time staff.
Disputes, grievances and absence records. The buyer should understand whether there are existing or threatened claims, long-term sickness issues, disciplinary matters or unresolved grievances. These may affect staffing stability and the protections required in the sale agreement.
Family leave and protected characteristics. Information about maternity, paternity, adoption, shared parental leave, disability adjustments and other protected matters must be handled sensitively. Buyers and sellers should manage this in a way that respects confidentiality and avoids discriminatory decision-making.
Due diligence should be proportionate, but it should not be superficial. In a people-driven dental practice, the workforce can be a key part of the asset being acquired.
What is employee liability information?
The seller may need to give formal information before completion
Where TUPE applies, the seller, known as the transferor, is usually required to provide employee liability information to the buyer, known as the transferee, at least 28 days before the transfer.
Employee liability information normally includes details such as the identity and age of the employees who will transfer, their employment particulars, information about disciplinary and grievance proceedings, claims and collective agreements.
This information helps the buyer understand who is transferring and what liabilities may come with them. It also allows the buyer to plan payroll, onboarding, staffing, pension arrangements and any proposed post-completion measures.
The 28-day requirement should be built into the transaction timetable. If the parties agree an ambitious completion date but fail to plan for employee liability information, consultation and due diligence, they may create avoidable pressure shortly before completion.
Employee liability information is not a substitute for broader employment due diligence. A buyer may still need contracts, policies, payroll records, pension information and details of historic or potential liabilities.
What information and consultation obligations apply?
Employees should not be treated as an afterthought
Where TUPE applies, the transferor and transferee each have duties to provide prescribed information to appropriate representatives of affected employees and, if either employer envisages measures in connection with the transfer, to consult those representatives about those measures.
The appropriate process depends on the circumstances, including whether there is a recognised trade union or existing employee representatives, whether representatives need to be elected, and whether a statutory exception allows direct information and consultation with affected employees.
The purpose is to give affected employees information about the transfer and, where measures are proposed, to consult on those measures. “Measures” can include practical changes connected with the transfer, such as changes to working arrangements, reporting lines, payroll arrangements or workplace policies.
There is no single universal consultation period for every dental practice sale. The timetable should be long enough to allow proper information and consultation before completion. If consultation is left too late, it may delay completion or create employee relations issues.
Confidentiality can make this difficult. Sellers often do not want staff to know too early in case the transaction falls through. Buyers need enough time to assess the workforce and plan the transfer. This tension should be managed in the heads of terms and sale agreement, with a clear plan for timing, messaging and responsibility.
Can the buyer change employment terms after completion?
Changing terms because of the transfer is legally risky
One common misconception is that a buyer can complete the acquisition and then immediately harmonise employment terms, change hours or impose new contracts. Where TUPE applies, that approach can be legally risky.
Employees who transfer under TUPE generally transfer on their existing terms. Changes made because of the transfer itself are usually restricted and may be void or give rise to claims. Some changes may be possible in limited circumstances, for example where there is a genuine economic, technical or organisational reason involving changes in the workforce, but this requires careful advice.
In practical terms, buyers should understand the existing employment terms before committing to the transaction. If the buyer expects to change staffing, hours, benefits, reporting lines or pay structures, this should be considered before completion rather than treated as a simple post-completion housekeeping matter.
Sellers should also be cautious. If they promise staff changes or reassure the buyer that changes will be easy, that may create problems later. The safer approach is to identify the issue, take advice and reflect the risk properly in the transaction documents.
What should be checked about associates and hygienists?
Associate continuity can be essential to goodwill
Associates and hygienists may be central to the value of the practice, even where they are not employees. Patients may attend because of particular clinicians, and the buyer’s revenue assumptions may depend on those clinicians staying.
A buyer should review the associate and hygienist agreements carefully. It is not enough to know that a clinician currently works at the practice. The buyer needs to understand the contractual position.
Important points include:
Notice periods and termination rights. If key associates can leave on short notice, the buyer may face a sudden loss of revenue after completion. The buyer may therefore want assurances, updated agreements or a handover plan before proceeding.
Remuneration and deductions. The agreement should explain how the associate is paid and what deductions apply, including laboratory fees or other costs. Unclear or inconsistent arrangements can lead to disputes and make profitability harder to assess.
Restrictive covenants and patient relationships. The buyer will want to know whether associates are restricted from soliciting patients or competing nearby. Any restrictions must be proportionate and carefully drafted.
Complaints, clinical records and professional obligations. The agreement should allocate responsibility for complaints, regulatory obligations, indemnity cover and cooperation after termination. These issues can become important where treatment started before completion continues afterwards.
If associate agreements are missing, unsigned or outdated, that does not necessarily stop the transaction. It does, however, create a risk that should be addressed through due diligence, updated documentation, warranties, conditions to completion or price negotiations.
How should the seller’s role after completion be handled?
A principal dentist’s handover can preserve goodwill
In many dental practice sales, the seller is not just the owner. They may be the principal dentist, the registered manager, the main referral contact and the person patients associate with the practice.
If the seller leaves immediately after completion, patient confidence and staff morale may be affected. A buyer may therefore ask the seller to remain for a period as an associate, consultant or handover support.
The heads of terms should identify whether the seller is expected to stay and on what broad basis. The detailed agreement should cover working days, remuneration, clinical responsibilities, patient introductions, restrictive covenants, holiday, notice and what happens if the relationship breaks down.
Sellers should be realistic about what they are prepared to do after completion. A vague promise to “assist with handover” may not be enough for a buyer or lender. Equally, sellers should avoid agreeing open-ended obligations that prevent them moving on with certainty.
What warranties and indemnities may be needed?
Employment risks should be reflected in the sale agreement
The sale agreement should translate due diligence findings into appropriate contractual protection.
Warranties are statements given by the seller about the practice. Employment warranties may cover the accuracy of employee information, contracts, pay, disputes, pensions, holiday, disciplinary matters, grievances, claims and compliance with employment law.
If a warranty is untrue, the buyer may have a claim, subject to the terms and limitations in the agreement. Warranties also encourage disclosure, because the seller can qualify them by disclosing known issues.
Indemnities are different. An indemnity is a promise to meet a specific liability. It may be appropriate where a known issue has been identified, such as an existing employment claim, unpaid holiday issue, pension exposure or historic contractor-status risk.
Buyers should avoid relying only on broad warranties where a specific problem has been identified. Sellers should avoid giving unnecessarily wide indemnities that could leave them exposed for matters outside their knowledge or control.
What can go wrong if staff issues are missed?
People issues can quickly become deal issues
Staff and associate problems often affect more than employment law. They can affect price, goodwill, completion timing, regulatory continuity and lender confidence.
Common issues include:
Key clinicians leaving shortly after completion. This can affect patient retention and revenue. It may also undermine the buyer’s confidence in the goodwill valuation.
Incomplete employment records. Missing contracts, inconsistent pay records or unclear holiday entitlements can make due diligence harder. Buyers may seek retentions, indemnities or price reductions.
Poor communication with staff. Rumours or badly timed announcements can cause anxiety and resignations. Communication should be planned carefully and aligned with confidentiality obligations.
Misclassified associates. If individuals described as self-employed have worker or employee rights, the buyer may inherit liabilities or face unexpected cost. This should be assessed before completion.
TUPE steps left too late. Employee liability information, information and consultation, payroll planning and pension arrangements need time. Leaving them until the final days can create unnecessary risk.
These issues do not always mean the transaction should stop. Often they can be managed through early planning, better documentation, sensible communication and properly drafted protections.
What should be agreed in heads of terms?
Staffing points should be addressed before legal drafting starts
Heads of terms should not try to set out every employment detail, but they should identify the main staffing assumptions and dependencies.
They should usually address whether TUPE is expected to apply, what employee information will be provided and when, whether key associates are expected to remain, whether the seller will have a post-completion role, how staff communications will be managed and whether completion depends on any key employment or associate documents being agreed.
This helps prevent later disagreement. For example, a buyer may assume the seller will remain for six months after completion, while the seller may expect a clean exit. A buyer may assume key associates are locked in, while their contracts may allow them to leave quickly.
Early legal advice at heads of terms stage can reduce these risks and make the transaction timetable more realistic.
How JLN can help with staff, associate and TUPE issues
We help buyers and sellers protect continuity and manage risk
At The Jonathan Lea Network, we advise buyers, sellers, dentists, associates and dental groups on dental practice sales and acquisitions across England and Wales. We understand that staff and associate issues are not just employment law points. They are central to goodwill, patient confidence, regulatory continuity and the commercial success of the transaction.
For buyers, we can help assess whether TUPE is likely to apply, review employee and associate documentation, identify employment risks, negotiate warranties and indemnities, and ensure that staffing assumptions are reflected in the heads of terms and sale agreement.
For sellers, we can help prepare employment and associate documents before going to market, manage disclosure, plan staff communications, negotiate proportionate protections and reduce the risk of avoidable price reductions or post-completion disputes.
We can also coordinate staffing issues with the wider transaction workstreams, including CQC registration, property arrangements, due diligence, goodwill protection and completion planning.
For broader context, see our main guide to Buying or Selling a Dental Practice, as well as our articles on Legal Due Diligence When Buying a Dental Practice, Heads of Terms When Buying or Selling a Dental Practice, and Goodwill in a Dental Practice Sale.
Speak to JLN before staff issues become deal issues
Early advice can protect the team and the transaction
If you are buying or selling a dental practice, staff and associate issues should be addressed before the transaction timetable is fixed. The earlier these matters are identified, the easier they are to manage commercially and legally.
JLN can help you understand whether TUPE may apply, what information should be provided, how associate arrangements affect goodwill, and what protections should be included in the heads of terms and sale agreement.
Contact The Jonathan Lea Network to discuss your proposed dental practice sale or acquisition with a member of our team.
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In some limited cases, if you would just like initial advice and guidance on a call, we may instead offer a fixed fee appointment (commonly charged between £280 to £500 + VAT) whereby we will review the information you provide, hold a video call consultation and then follow up with an advisory email (as well as a fee estimate for any further work identified).
Please email wewillhelp@jonathanlea.net or call us on 01444 708640 as a first step. We first need an overview of the background and your issues, together with any significant documents, to provide an indicative scope of work and fee estimate.
Relevant Content
Article: Buying or Selling a Dental Practice: What CQC, Property and Goodwill Issues Do I Need to Get Right?
Service:Buying and Selling A Dental Practice: Expert Legal Support
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This article is intended for general information only, applies to the law at the time of publication, is not specific to the facts of your case and is not intended to be a replacement for legal advice. It is recommended that specific professional advice is sought before relying on any of the information given. © Jonathan Lea Limited.