Most buying checklists are lists of documents to request. Useful, but they are not what kills deals. Dental transactions go wrong on a small number of things that do not transfer with the practice — the registration, the NHS contract, the assumptions baked into the associate agreements, and the lease. This checklist covers the full ground, but leads with those, because they govern the timetable and the price.

First: the four things that do not simply transfer

A dental practice is not a single asset that changes hands intact. Four of the most valuable parts of it have to be re-established, and each one can move a completion date or reopen a negotiation.

Dental transactions go wrong on a small number of things that do not transfer with the practice.

1. Care-regulator registration

Registration does not pass to you with the business. In England, the incoming provider registers with the CQC in their own right, and the outgoing provider cancels their registration or removes the location; the two applications are coordinated so there is no gap in which a regulated activity is being carried on unregistered. Practically, this means your registration application is on the critical path — it needs to start early, and completion realistically follows it rather than leading it. Do not agree a completion date that assumes it will be quick. The regulator differs in Scotland, Wales and Northern Ireland, so confirm the route for your nation.

2. The NHS contract

If the practice holds a GDS contract, you cannot simply buy it. NHS contracts prohibit assignment. Where the selling practice is unincorporated, the established workaround is the partnership route: the buyer is admitted as a partner to the contract, and the seller retires from it at a later point, leaving the contract with the buyer. Where the practice is incorporated, there is no equivalent right — the commissioner’s agreement has to be sought, and it is not guaranteed.

Check to confirm: which entity actually holds the contract, its annual contract value and UDA requirement, its performance history, and whether any under-delivery has occurred. Under-performance can carry financial consequences that follow the contract rather than the individual, so establish who bears them and get it dealt with in the sale agreement.

3. The associate arrangements — and the assumption inside them

Associates are usually engaged as self-employed, and a buyer inherits whatever risk sits in that characterisation. The position tightened in a way that many practices have not revisited: HMRC withdrew ESM4030 with effect from 6 April 2023. That withdrawal did not reclassify associates as employees — a point widely misreported — but it removed the shortcut that let a standard-form associate agreement be treated as settling the question. Status now turns on the actual working arrangement, assessed on general principles.

So the check is not “are there signed associate agreements?” but “do the working practices match them?” — substitution in reality as well as on paper, control over hours and patients, who bears the financial risk, how lab and materials costs are handled. Ask the same question about hygienists and therapists. Then confirm who carries any historic exposure if the characterisation is later challenged, because that belongs in the indemnities, not in your assumptions.

4. The lease

A practice with a short remaining term, an unfavourable rent review, no security of tenure, or a landlord’s consent requirement that has not been started can quietly cap the value of an otherwise strong practice — and can hold up completion entirely, because the landlord’s timetable is not yours. Establish the position and start the consent process early. If you are buying the freehold, this is simpler, but get the title, condition and any lending requirements checked properly.

The commercial due diligence checklist

Financial

• Certified accounts for at least the last three years, plus current-year management figures.
• Income broken down by clinician, by treatment type and by stream (NHS, private fee-per-item, plan) — not just headline turnover. Income concentrated in the departing principal is a risk you are being asked to pay for.
• Plan provider arrangements: membership numbers, attrition, contract terms, notice periods.
• Debtors, creditors, and any finance or leases secured on equipment.
• The normalisation adjustments a lender or valuer will apply — see our guide to dental practice valuation, which explains why the profit the seller reports is not the profit you are buying.

Patients

• Active patients, not records ever created. Insist on a defined basis (for example, attended within 24 months) and the query behind the number.
• Recall performance and failed-to-attend rates.
• New patient flow, and where it comes from — a practice dependent on the seller’s personal reputation is different from one dependent on location or marketing.
• Treatment mix and average course value, with any obvious dependence on one high-value treatment type.

People

• Employment contracts, start dates, pay, holiday and any enhanced terms for all staff.
• Establish whether TUPE applies — it generally does on an asset sale, where the identity of the employer changes, and generally does not on a share sale, where the employing company stays the same and only its ownership changes. This determines your information and consultation obligations and what you can and cannot change afterwards. Get it confirmed in writing by an employment specialist rather than assumed.
• Restrictive covenants — on the seller, and on the associates. A seller free to set up nearby is a material risk.
• Vacancies, notice periods served, and anyone who has indicated they will leave. The team is a substantial part of what you are buying.
• Live or threatened grievances, disciplinary matters and tribunal claims.

Regulatory and compliance

• Current registration status and any conditions attached to it, plus the most recent inspection or assessment findings and any outstanding actions.
• Decontamination and HTM 01-05 evidence, including autoclave validation and logging.
• Waste arrangements and duty-of-care documentation under HTM 07-01, and amalgam separator compliance.
• Radiation: registration, IRR 2017 and IR(ME)R 2017 documentation, equipment testing, RPA and RPS appointments.
• Information governance and data protection, including the ICO registration and how patient records will actually be transferred.
• Safeguarding policies and training records; medical emergency equipment, drugs and training.
• Indemnity arrangements — including run-off cover for the seller’s historic liability, which is one of the most commonly missed items.
• Complaints log and any pattern within it.

Our guide to dental practice compliance maps the full regulatory picture, and the CQC guide covers what registration and inspection involve. Treat absent compliance evidence as a cost you will have to meet — then price it, or make it the seller’s problem before completion.

Premises, equipment and systems

• Title or lease, rent review pattern, security of tenure, dilapidations liability, and landlord consent.
• Building condition, and compliance of the physical estate — fire, electrical, water and legionella, accessibility.
• Surgery count, and how many are actually in use. Unused surgeries are growth headroom; that has value.
• Equipment age, service history and remaining life, with imaging equipment and the compressor and suction treated as the significant items.
• Practice management software, what data can actually be exported, IT security, and any licence that does not transfer.

Structure, tax and the offer

Whether you buy the shares in a limited company or the trade and assets of the business changes almost everything above: TUPE, the NHS contract route, what liabilities you inherit, and the tax outcome for both sides. Buyer and seller often prefer opposite structures, and this is negotiated rather than given. A share purchase brings the company’s history with it, which makes the warranties and indemnities — and the disclosure against them — the part of the agreement you should read most carefully.

On the seller’s side, Business Asset Disposal Relief now applies at 18% for disposals from 6 April 2026, subject to a £1 million lifetime limit and a two-year qualifying period. That matters to you as a buyer because it shapes what structure the seller will accept and how motivated they are by timing.

Use dental-specialist legal and accountancy advice. This is the single most repeated piece of advice from people who have completed a purchase, and the most common regret of those who used a generalist — the regulatory layer above is exactly what a generalist adviser does not know to look for.

For the full picture on both sides of a transaction, see our guide to buying and selling a dental practice. If you are weighing an acquisition against building from scratch, our guide to opening a squat dental practice sets out what you take on instead, and our Buying & Selling section carries our ongoing coverage.

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This guide is produced by The Reliance and reviewed by David Hinckley, a GDC-registered Clinical Dental Technician (GDC No. 150038). It is general information for those buying dental practices, not legal, tax or financial advice. Regulatory requirements differ across the UK nations — CQC applies to England only — and tax rates, reliefs and HMRC guidance change. Confirm the current position and take dental-specialist legal and accountancy advice before committing. See our Editorial Standards.