Buying a Dental Practice in the UK: A Checklist for Buyers (and Sellers)

How do you buy a dental practice in the UK? In outline: build your advisory team, find a practice and agree heads of terms, arrange finance, and carry out due diligence on the accounts, the NHS contract, the premises and the patient records. Then line up CQC registration, agree the NHS contract route with the commissioner, plan the handover of patient data and software, and complete. The checklist below takes each step in turn, with a separate list for sellers.

Buying a dental practice is rarely just a property deal. It changes who holds the patient records, how the NHS contract continues and which software runs reception on day one. This guide is for UK buyers, sellers and practice managers. It focuses on the parts that trip deals up: the NHS contract, CQC registration, patient data and systems.

We are not solicitors or accountants, and this is not legal advice. Treat it as a map of the moving parts. Then get a specialist dental solicitor and accountant on your side before you sign anything.

Buying a dental practice: a step-by-step checklist

1. Build your team. A dental specialist solicitor, an accountant who knows NHS contracts, and a lender or broker who funds practice purchases.
2. Decide what you are buying. NHS, private or mixed, how many surgeries, and whether you want the premises.
3. Agree heads of terms. Price, what is included, the deal structure and the timetable.
4. Arrange finance. Lenders will want to see the practice accounts and, for NHS work, the contract position.
5. Carry out due diligence. Accounts, NHS contract delivery, staff and associate agreements, premises, compliance and patient records. The detail is below.
6. Start CQC registration early. In an asset purchase you will register as a new provider before you can treat patients.
7. Agree the NHS contract route. Work with your solicitor and the commissioner on how the contract will continue.
8. Plan the data and software handover. Decide whether the practice software carries on, transfers or is replaced.
9. Complete and tell patients. Inform patients of the new ownership, and update your privacy notice and your ICO details.
10. Run day one. Diary, payments, recalls and reminders working from the first morning.

Asset sale or share sale?

A practice sale usually takes one of two shapes. In an asset sale, the buyer buys the goodwill, equipment and often the premises, but not the legal entity. In a share sale, the buyer buys the limited company that owns the practice, so the entity itself carries on.

The difference drives most of the admin. In a share sale, contracts, registrations and software accounts often stay with the company. In an asset sale, much of it has to be set up again in the buyer's name. That includes CQC registration, bank mandates and your software account. Ask which structure you are using early.

Due diligence: what a buyer should check

Due diligence is the buyer checking that the practice is what the seller says it is. Expect to ask for:

• Three years of accounts, with income split by NHS, private and plan.
• Active patient numbers, and how active and lapsed patients are defined.
• The NHS contract, its UDA target, and delivery against target for recent years.
• Any year-end clawback, carry-forward or breach notices.
• Staff contracts, associate agreements and lab arrangements.
• The lease or title, and the state of the surgeries and equipment.
• CQC registration details and the latest inspection report.
• How patient records are held, and whether they export cleanly.

NHS delivery deserves a close look. The NHSBSA's guidance on contract performance says delivery below 96% of target leads to a financial clawback and can bring a breach notice. Regulations also let commissioners adjust, or "rebase", a contract that falls short of 96% for three years in a row. A practice that has under-delivered for years may be worth less than its accounts suggest. Our guide to NHS dental clawback explains the thresholds.

Dental practice valuation: what you are paying for

Most of the price is usually goodwill: the value of the patient base, the recurring income and the reputation. Valuers typically look at:

• Profitability. Often measured as EBITDA, meaning earnings before interest, tax, depreciation and amortisation.
• Income mix. An NHS contract, a private list and a membership plan each carry different risks.
• Recurring income. Plan patients and a well-run recall list point to predictable future income.
• Retention. How many patients come back and how full the diary runs.

Clean, well-documented numbers support the price. Messy records give a buyer reasons to renegotiate. A practice that can show its recall rate, income split and diary utilisation at the click of a button is easier to value and easier to sell.

The NHS contract: it cannot simply be sold

An NHS dental contract is an agreement between the provider and the NHS commissioner, now usually an Integrated Care Board. It is not an asset you can hand over like equipment.

How it continues depends on the type of contract and the deal. For many GDS contracts held by individuals, the usual route is for the buyer to join the contract in partnership, after which the seller retires. Where a company holds the contract, a share sale may keep it in place, but commissioner consent can still be needed. NHS England's Policy Book for Primary Dental Services sets out how commissioners handle changes to contracting parties.

Getting this wrong can cost the practice its NHS income, so use a solicitor who does dental deals and speak to the commissioner early. If you are buying in Wales, Scotland or Northern Ireland, the NHS arrangements are different, so check the rules there before you rely on anything written for England.

CQC registration: a new provider must register

Every dental practice in England must be registered with the Care Quality Commission. Registration belongs to the legal entity, not the building. The CQC says that if the legal entity changes, you cancel the registration and re-register as a new provider.

So in an asset purchase, the buyer applies as a new provider before they can legally treat patients. That takes time, so start well ahead of completion. In a share sale the company carries on, but you must still tell the CQC about changes such as a new registered manager. Our CQC compliance checklist helps you gather the evidence.

Patient records: who becomes the data controller

Patient records are the heart of the deal. They are also health data under UK GDPR, so they cannot be handed over like a filing cabinet. On completion, the new owner usually becomes the data controller and is responsible for keeping the records safe.

• Transfer records securely, never by unencrypted email or a loose USB stick.
• Tell patients about the new ownership at the right time.
• Keep records for the right period. The NHS Records Management Code of Practice sets 11 years for dental clinical care records. Check the code for the full rules, including for children.
• Make sure the buyer pays the ICO data protection fee and updates the privacy notice.

See our guide to GDPR for dental practices for more. If the practice still runs on paper cards, now is a good time to plan the move; our guide to going paperless with dental records covers how.

What happens to the practice software

The practice software holds the diary, records, payments and recall list. When ownership changes, that account has to move too. There are three common paths:

1. The account carries on. In a share sale the company keeps the software. You update the billing and admin contacts.
2. The licence is re-papered. The vendor moves the contract into the buyer's name. The data stays put.
3. The buyer moves to a new system. The old data is exported and imported. This is common when the buyer already runs another site on different software.

Whichever path you take, the buyer needs full access to historical records. Our guide to switching dental software covers the export and import steps. If you are weighing up the practice's existing system, our software comparison hub sets DentiPoint against the common UK systems, including Carestream R4.

If you are opening from scratch instead of buying, our guide to dental software for small and squat practices covers what a new practice needs.

A dental practice sale checklist for sellers

If you plan to sell, tidy your systems first. A buyer pays more for a practice that is easy to check.

• Clean the patient list. Merge duplicates and mark lapsed patients honestly.
• Make sure recalls are running and up to date.
• Produce clear income reports split by NHS, private and plan.
• Pull your NHS delivery against target for recent years, with any carry-forward or clawback.
• Check every associate, hygienist and lab has a current written agreement.
• Gather your CQC evidence and latest inspection report.
• Confirm your data exports cleanly and your backups are encrypted.

Most of this lives in your software. If your reports are messy, fix that months before you list, not the week the buyer's accountant calls.

Getting ready for day one as the new owner

The goal is simple: treat patients safely and take payments correctly on the first morning. Before completion, line up your CQC registration, the NHS contract route, your data controller status and your software. If you are building a group, plan how the new site fits your multi-branch setup so reporting stays consistent. DentiPoint can run the diary, patient records, reminders and payments for a new site; see getting started and check pricing early so software cost is never a last-minute surprise.

Frequently asked questions

What should be on a checklist for buying a dental practice?

Your advisory team, heads of terms, finance, due diligence on accounts, NHS contract delivery, staff, premises and records, CQC registration, the NHS contract route, the data and software handover, and a plan for day one.

Can I sell my NHS dental contract with the practice?

Not as a simple sale. The contract is held with the commissioner. The route depends on the contract type and the deal, and often involves a partnership arrangement or commissioner consent. Involve a specialist solicitor early.

Does the buyer need to register with the CQC?

In an asset purchase, yes. A change of legal entity means registering as a new provider before treating patients, so start well before completion. In a share sale the registration usually continues, but you must still notify the CQC of key changes.

What happens to patient records when a practice is sold?

They pass to the new owner, who becomes the data controller. The transfer must be secure, patients should be told, and the retention rules still apply, including 11 years for dental clinical records under the NHS code.

How is a dental practice valued?

Mostly on goodwill, driven by profit, income mix and patient retention. Valuers often work from EBITDA. Clean, well-documented records support the price.

How long before completion should I sort out the software?

Start months ahead. Whether the account carries on, is re-papered or is replaced, you want historical data safe and access ready on day one.