Dental practice for sale: what to check before you buy
A dental practice for sale listing tells you the turnover, the surgeries and the town. It does not tell you whether the NHS contract can move to you, how the CQC registration will work, or whether patients can find the practice online. Here is what to check before you make an offer.
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Every dental practice for sale in the UK comes with two things the listing cannot show you: the rules that decide whether the business can actually pass to you, and the market it competes in. Many UK practices change hands through specialist brokers, and the listings look similar: location, surgeries, NHS or private mix, turnover. This guide covers what sits behind them, from the NHS contract and CQC registration to who is allowed to own a practice, the due diligence that protects you, and how to check a practice's visibility on Google before you commit.
Where to find a dental practice for sale in the UK
Practices come to market in three main ways:
- Broker listings. Specialist dental practice sales agents publish searchable lists by region. Registering with more than one gives you the widest view.
- Off-market approaches. Principals planning retirement sometimes sell to an associate, a local colleague or a buyer who approached them directly.
- Selling by owner. Some owners sell without an agent, often to someone they already know.
Searching "dental practice for sale near me" or by city is a starting point, but practices in your target area may never appear on a public list. Tell brokers and your local dental network where you want to buy.
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Who can own a dental practice in the UK
Ownership of a dental business is restricted by law. Under section 41 of the Dentists Act 1984, an individual who is not a registered dentist cannot carry on the business of dentistry unless they fall within limited exceptions, such as certain registered dental care professionals. Companies can own practices, but section 43 makes it an offence for a company to carry on the business of dentistry when a majority of its directors are not registered dentists or registered dental care professionals.
The GDC's page on corporate dentistry adds that it is not a licensing body and a dental body corporate does not need GDC approval to set up, but it must still meet the Act. If you are a non-dentist investor or are buying with one, take legal advice on the structure before you offer.
NHS dental practice for sale: the contract does not simply transfer
This is the point that catches buyers out. NHS England's policy book for primary dental services, the rulebook commissioners follow in England, is clear that an NHS contract is between the commissioner and the contractor, and changing who holds it needs the commissioner's involvement. The main routes are:
| Route | How it works | What to watch |
|---|---|---|
| Partnership variation | The buyer joins the contract as a partner and the seller later retires from it | The commissioner must be notified of partnership changes, with notice of not less than 28 days for GDS contracts |
| Novation | The old contractor is replaced by a new one through a novation agreement | The policy book says a novation counts as awarding a new contract, with possible procurement implications, and is conditional on CQC registration |
| Share purchase | You buy the company that already holds the contract | Where the contract has a change of control clause, the company cannot change its shareholders without the commissioner's prior consent |
The policy book also says there is no express right to incorporate or dis-incorporate a contract, and that a commissioner may decide to tender a new contract competitively. In other words, a practice's NHS income is never guaranteed to move with the sale. Your solicitor should get the commissioner's position in writing before you exchange.
Two more points from the policy book matter for value. GDS contracts are not time limited, while PDS agreements may be either open-ended or for a fixed period, so check for an end date. And where a contract has delivered less than 96% of its contracted activity in each of the previous three years, commissioners should seek to reduce its value. Ask for three years of year-end delivery figures.
Contract values also differ more than buyers expect. Our study of NHS dental contract values found that contracts a mile apart are paid a median £3.15 per UDA apart, and one pair in three £5 or more. The UDA rate of the contract you are buying is a number to check, not assume.
CQC registration when you buy a practice
In England, anyone who provides a regulated activity must be registered with the CQC, otherwise they commit an offence. Registration does not pass to you with the keys. The CQC's guidance on how to buy, sell or transfer a registered business sets out the sale and transfer process:
- The outgoing and incoming providers should make their applications around the same time, so the CQC can link and assess them together.
- If you are not yet registered, you complete the provider application form and the dentists additional information form. If you are already registered, you add a location, update your statement of purpose and complete the insurance and dentists forms.
- The incoming provider must make sure a manager is in post and registered at the location.
- You can ask the CQC for a position statement letter, which says it does not expect to refuse the application or set non-routine conditions.
- The CQC completes registration when both providers' legal representatives confirm the sale is complete.
If you are buying the shares of a company that is already the registered provider, the legal entity does not change, but ask your solicitor what the CQC needs to be told about changes in directors and managers. Scotland, Wales and Northern Ireland each have their own regulator and process.
Due diligence: what to ask for
Your accountant and solicitor will run formal due diligence, ideally both with dental experience. As the buyer, make sure the list covers:
- Finances. At least three years of accounts, with private and NHS income split, associate costs, lab bills, materials and staff costs.
- The NHS contract. The contract itself, variations, year-end reconciliation letters and any under-delivery or recovery.
- People. Employment contracts and associate agreements. Under TUPE, employees' jobs and terms usually transfer to the new owner with continuity of employment, so you inherit them. Associates are often self-employed, so read each agreement for notice terms and restrictive covenants.
- Premises. Lease length, rent reviews, break clauses and assignment terms, or title if freehold. Buying property also brings Stamp Duty Land Tax in England and Northern Ireland, with separate taxes in Scotland and Wales.
- Compliance. The latest CQC report, the HSE registration for dental X-ray equipment, radiation protection records, decontamination and waste arrangements, and equipment service history.
- Patients. Active patient numbers, recall rates, any plan membership and how patient records and data will be handled at transfer.
Check the practice's visibility before you offer
Goodwill is, in large part, patients choosing the practice. Today that choice starts with a search, so look at how the practice shows up when someone in the town searches "dentist".
- Does it appear in the Google map pack for its own town? Google says local results are mainly based on relevance, distance and popularity, and that "more reviews and positive ratings can help your business's local ranking", in its local ranking guide.
- How do its reviews compare? In our study of 1,489 UK places, the median practice in the local map pack had 113 reviews, ranging from a median of 70 where 5 or fewer practices compete to 249 where 12 or more do.
- Who controls the Google Business Profile, website domain and phone numbers? Make their transfer a completion item. Google lets a profile's primary owner hand over ownership to another owner or manager, and new owners wait seven days before they can use some features, so plan the handover rather than doing it on the day.
A practice with strong clinical foundations and weak online visibility can be an opportunity, as long as you price it in. You can run a free search audit on the practice and its town in a few minutes, with no email needed, before you spend money on advisers.
Funding and timing
If you are borrowing, expect the lender to want the same due diligence you do, plus a business plan, so starting the paperwork early helps. Timelines vary with the complexity of the deal, the commissioner's response on any NHS contract and the CQC process, so build in slack rather than promising staff a fixed handover date.
A buyer's checklist
- Confirm your buying structure meets the Dentists Act.
- Get the commissioner's position on the NHS contract route in writing.
- Check the contract type, end date, UDA rate and three years of delivery.
- Apply to the CQC alongside the seller and line up a registered manager.
- Run full financial, legal, staff, premises and compliance due diligence.
- Check the practice's map pack position, reviews and who controls its online accounts.
- Agree how patients will be told about the change, and when.
Check a practice's market first
Run a free search audit on any practice and town before you offer. It shows how the practice ranks for local searches and who holds the map pack, with no email needed.
Run on our own practice first: ninth of the 14 practices measured in its town in May, first of 18 in September, on UK-wide search value. Page-one keywords: 6 in May, 194 in September.
Thirty days free. No card, and nothing starts automatically when it ends.