By the time you decide to sell, most of the important decisions have already been made. Not the price — the route. Whether your sale is an asset sale, a share sale, or the peculiar two-step manoeuvre the NHS contract forces on unincorporated practices is settled by two facts you cannot change quickly: whether you hold an NHS contract, and whether you are incorporated. Get that wrong and a sale does not just go slowly. It falls over.

Three routes, and you rarely get to pick

There are three ways a UK dental practice changes hands, and which one applies to you is largely predetermined:

The dividing line is the NHS contract. A private practice can be sold as a bundle of assets, because there is nothing in the deal that a third party has to agree to continue. An NHS practice cannot, because the single most valuable thing in it is a contract that does not simply move with the money.

Why the NHS contract is the whole problem

The standard NHS contract does not permit the contractor to assign the benefit of it. That means a buyer cannot simply be handed the contract as part of a sale of the business, however much they pay.

It is worth being precise here, because the point is routinely stated loosely. That prohibition is a term of the contract. It is not a provision of the General Dental Services Contracts Regulations 2005 — we searched the instrument, and the only restriction of that kind in it concerns sub-contracting clinical matters, not assignment. The distinction matters because it tells you where to look: the answer to “can I transfer this?” is in your contract documents, not in the statute.

What the Regulations do contain is the machinery that makes the standard workaround possible.

The partnership route, as the law actually sets it out

For an unincorporated NHS practice, the contract is moved in two steps: the buyer is added as a partner, and then the seller leaves.

Step one — becoming a partnership. Where a contractor is an individual practitioner and proposes to practise in partnership, they must notify the commissioner in writing of the names of the incoming partners and of the date they wish to change status, “which shall be not less than 28 days after” the notice is served. The notice must confirm that each person is a dental practitioner and satisfies the eligibility conditions, state whether it is to be a limited partnership, and be signed by everyone involved. If the commissioner is satisfied as to the accuracy of those matters, it “shall give notice in writing to the contractor confirming that the contract shall continue with the partnership”.

Step two — back down to one. When the partnership is later dissolved, the contract “shall only continue with one of the former partners if that partner is nominated … and a dental practitioner”. Again at least 28 days’ written notice, and the notice must specify the date, name the practitioner — who “must be one of the partners” — and “be signed by all of the persons who are practising in partnership”.

The buyer does not receive the contract. They become the contractor. The seller does not transfer anything — they leave a partnership they briefly joined.

Read the second step closely, because it is where the commercial risk lives. The continuation notice must be signed by all of the partners. Between step one and step two, the buyer is a partner in your practice with a signature you need. That is a period in which the parties’ interests are not identical, and it is why the sale agreement and the partnership deed have to be drafted together rather than in sequence.

Note also that the timings are minimums, not the whole process. Two 28-day notice periods sit inside the transaction as a floor beneath everything else.

If you are incorporated

The partnership route is not available to a company — a limited company cannot practise in partnership with an incoming buyer in the way paragraph 62 contemplates. Incorporated practices are therefore sold by share sale: the shareholder sells the shares, and the company, still holding its own contract, carries on with new owners.

That is cleaner in one sense and heavier in another. Nothing has to move, so the contract is undisturbed. But the buyer inherits the company whole — including its history, its liabilities and any past NHS performance exposure — which is why diligence on a share sale is more searching than on an asset sale, and why a buyer will want indemnities that an asset buyer would not need. A change of control also has to be squared with the commissioner in practice, even though nothing is being assigned.

What does not transfer, whichever route you take

• CQC registration. Registration attaches to the provider, not the premises. On an asset sale or partnership route the incoming provider needs its own registration in place, and that is a lead-time item rather than a formality — see our guide to CQC compliance for dental practices.
• Your team, in the way you might assume. Employees’ contracts are protected on a business transfer, but associates are not employees and their agreements are a separate question — one that is increasingly contested. Our explainer on what actually gets disputed in associate contracts covers the status point a buyer will ask about.
• Your NHS performance history. On a share sale it stays with the company. Under-delivery and clawback exposure are inherited, which is why a buyer prices them — see how the NHS dental contract works for the 96% tolerance and clawback mechanics.

Selling to a corporate or DSO

Corporate acquirers buy differently from individual principals, and the difference is not mainly about price.

An individual buyer is usually buying a job and a business at once, is constrained by lending, and wants a clean handover. A corporate is buying a unit that must keep performing after you leave, which is why corporate offers tend to be structured rather than simple: consideration split into an amount paid on completion and amounts paid later, conditioned on the practice’s performance, with the seller expected to keep working for a defined period.

None of that is objectionable in itself, but it changes what you are actually agreeing to. A headline figure that includes deferred and performance-linked elements is not the same as a price, and the parts of it you have not yet received depend on a business you no longer control. The questions worth asking are structural: what proportion is payable on completion, what precisely triggers the rest, who decides whether the trigger was met, and what happens to the deferred element if the acquirer changes the practice’s operating model.

We have not printed figures for what corporates pay, tie-in lengths or earn-out proportions, because every number in circulation comes either from brokers touting for instructions or from acquirers themselves. Our report on the CMA’s market study into private dentistry covers the consolidation backdrop.

How long it takes, and what actually drives it

Every timescale you will be quoted comes from someone with an interest in the answer, so treat the specific months with suspicion. What is verifiable is what the clock is made of:

• Two statutory 28-day notice periods on the partnership route, which cannot be compressed.
• The buyer’s finance, which for an individual is usually the binding constraint.
• CQC registration for the incoming provider.
• Diligence, whose length is set by how well your records answer the questions — the same list a buyer works through in our buyer’s due-diligence checklist, which is the most useful thing a seller can read early.
• Property, where a lease assignment needs a landlord’s consent and sits outside everyone’s control.

The pattern is that sales are rarely delayed by the negotiation. They are delayed by consents and by records — both of which a seller can work on long before going to market.

What to do before you sell

The single highest-value preparation is unglamorous: make the practice easy to diligence. Contracts in order and signed, associate agreements consistent with how the practice actually runs, NHS performance understood and explicable, CQC evidence current, lease position clear, and financial records that reconcile without narration. Every gap becomes a price chip or a delay.

Two more things worth doing early, because both take longer than sellers expect. Understand your structure — incorporated or not, and what that dictates about the route. And understand the tax position, because the reliefs that matter are the ones with qualifying periods measured in years, not the ones you claim at the end: our guide to tax when selling a dental practice covers Business Asset Disposal Relief and why its two-year clock is the reason to read about tax now rather than at completion.

For what the business is actually worth and how that is assessed, see how a dental practice is valued; for the whole picture, our guide to buying and selling a UK dental practice is the pillar this sits under. This page explains structure, not advice — the route your practice must take, and the drafting that goes with it, is a conversation with a dental solicitor who can see your contract.