Selling a successful dental practice that you have spent many years building up is a huge decision, but once made, you will want to do everything you can to ensure the sale is completed as quickly and as smoothly as possible. The process of selling a dental practice is not as straightforward as selling an ordinary business, as there are numerous dental oriented legalities that must be addressed before the sale can complete.
Ensuring all these obligations are fulfilled, and preparing replies to due diligence for selling a dental practice will help the sale proceed more quickly. This is where hiring experienced dental solicitors can be invaluable, as they will be all too well aware of the potential pitfalls that could slow down or even lose you your practice sale. If you have your practice on the market, then you might think you have everything under control, but can you afford not to be absolutely sure?
What are the 10 Potential Pitfalls that Could Cost you your Practice Sale?
Ten potential pitfalls that could sabotage your sale include:
Telling your patients about your plans to sell before you have completed
Speaking to the PCT about your practice sale before you are completely confident it will go ahead
Speaking to your staff, unless you are 100% confident they will not start looking for new jobs
Not being honest in your due diligence document
Not having kept your UDA/UOA levels on target
Not having maintained your CQC registrations correctly
Approaching the local authority to find out about retrospective planning permission for any works carried out on the dental practice
Failing to detail all the equipment included in the sale, as well as items that are excluded
Failing to check any expense-share arrangements, partnerships or shareholders agreement
Failing to disclose any restrictive covenants governing the practice property or consider what steps may be necessary to enlarge the term of a lease
When you read this list, which is by no means exhaustive, it is easy to see how you could potentially sabotage a good sale. You may feel you should talk to your staff to let them know what is likely to happen in the near future and then there are your loyal patients to think about, especially if you have treated them and their families for many years. Maintaining confidentiality is extremely important when selling your practice and it is vital to make sure patients, staff and the PCT only know about the sale when you are sure it will proceed. In the case of the PCT, this knowledge could lead to them blocking the transfer of your NHS contract.
Just One Mistake Could Sabotage Your Sale
Inadvertently making just one of these mistakes could prove sufficient to sabotage your sale and could make it harder to find a new buyer, particularly if staff or patients have become aware of your plans, which could affect the transfer of any goodwill with the practice. These are all things experienced dental solicitors will advise you on, including the best way to approach patients and staff and when it would be appropriate to do so. Ideally, talk to your dental solicitors about selling your dental practice before or as soon as you begin to put it up for sale. Taking the right advice as early as possible will help you make the right decisions. They can make sure you complete your due diligence as honestly as possible and that you have all the right paperwork in order for your buyer and their solicitor to examine.
Not Sure if Your Practice Premises Has Any Restrictive Covenants?
A restrictive covenant limits the use of premises, and affects all subsequent owners. Your buyer’s solicitor will need assurances that any restrictive covenants will not affect the future sale of the property. This can be a complex issue and is why it is best to get a specialist dental solicitor to look at the title of the property before you market it. Sometimes it may be possible to obtain a release from the covenant, or indemnity insurance may be required to protect the buyer from those standing to benefit from the covenant. If you only intend to lease or sell part of the premises, then a restrictive covenant could be important for protecting your interests.
If your premises are leasehold it may be advantageous to have certain discussions with the Landlord before a buyer is found as a buyer’s lender may require there to be a minimum number of years to run under the lease.
Tying in the CQC Application with the Practice Sale
This is another potential minefield that requires careful planning. There is a common misconception that the process should be started as quickly as possible as it will take time, but this might not be the right approach. A good rule of thumb is to begin the process when all replies to the property and business enquiries have been sent to the buyer’s solicitor, roughly ten weeks before completion is due. Your buyer is unlikely to be able to obtain funding until they receive a letter of comfort from the CQC, showing it is likely to register the buyer after you have de-registered. It is yet another area where you need to get good legal advice. However, before the necessary applications are made you may need to obtain an up to date enhanced DBS check. The timing of this can also be critical.
Selling a practice can be stressful enough without having to think about everything that could go wrong. Engaging the right specialist dental solicitors will remove much of this stress. Goodman Grant Solicitors have been providing legal advice to dentists for more than a quarter of a century. We know about everything that could go wrong with a dental practice sale and how best to avoid all these pitfalls, so you don’t sabotage your sale.
If you are considering selling a dental practice or have already found the perfect buyer, then please contact us to find out how we can help you. We can assist you negotiate a sale and provide guidance as to valuation, guide you through the due diligence when selling and will ensure your dental practice purchase agreement minimises your risk and protects you from liabilities.
You will find a wealth of useful information on our website, including our free downloadable guide on selling a dental practice. Why let your dental practice sale give you headaches and sleepless nights when we can ensure it is smooth and successful. Contact us today for more advice