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Selling a Dental Practice - Preparing Your Legal Due Diligence

Thursday 20 February 2020

When it comes to selling dental practices, one of the key requirements of our clients is to ensure that the practice sale completes expeditiously. Delays are rarely in the best interests of either buyer or seller.

The dental team at Brabners constantly look for ways to speed up the process. A well prepared seller and buyer, who understand the process, always goes a long way in ensuring that the practice changes hands sooner, rather than later. Our website contains a guide to buying and selling a dental practice. This free download would be of interest to any dentist looking to buy or sell a practice. As specialist dental lawyers, we also provide specific guidance to sellers on the documentation that is likely to be requested during the sale process, much of which can be collated even before a sale is agreed. 

We appreciate that due diligence can be a tedious and laborious task, but are more than aware that the need to provide the buyer with a full set of responses and supporting documents in a timely and orderly fashion cannot be overstated. Firstly, it avoids unnecessary delays – caused by the parties going back and forth to clarify issues. Secondly, it instills confidence in the prospective buyer – who can all too often get nervous – that the seller is committed to the transaction and is organised, reassuring the buyer that surprises are unlikely.

Our expert team can assist with each step of this process to ensure you are well informed and aware of what is required, including when and why. If you are considering selling a dental practice, it is likely that the buyer’s solicitors will request sight of the following documentation:

Inventory
  • A comprehensive list of items within the practice
  • A list of items not to be included in the transaction; to be removed by the seller

Documents showing the Practice complies with appropriate laws

  • Pressure vessel inspection certificates
  • Pressure vessel insurance
  • X-ray testing certificates
  • Evidence of compliance with HTM01-05
  • PAT testing certificates for electrical equipment
  • CQC registration certificate and copies of any CQC assessment/inspection reports
  • Fire risk assessment
  • Asbestos risk assessment
  • Legionella risk assessment/report
  • Evidence of maintenance of fire extinguishers
  • Evidence of maintenance of emergency drugs
  • Evidence of compliance with tax laws
  • Data protection registration
  • A TV and/or music licence if used at the practice
  • Surgery and building insurance policies
NHS documents
  • Paperwork relating to the GDS contract (for example, copies of breach notices)
  • Copies of reports following any NHS practice inspections
  • NHS pay statements and activity statements
  • Vital signs reports
Employee documents
  • PAYE and National Insurance records
  • Copy statements of terms and conditions for all staff
  • Copies of any staff handbooks or manuals
  • Health and safety policy statements and a copy of your accident book
  • Work permits for any non EU staff
  • ID for all staff
  • DBS checks for appropriate staff
  • Vaccination records for appropriate staff
  • Professional Indemnity Insurance for qualified clinical staff
  • GDC registration for qualified staff
  • Evidence of employers liability insurance dating back 6 years

Although this list is lengthy, it is not exhaustive. The actual enquiries that may be raised will depend on the solicitor that represents the buyer, and the buyer’s own specific requirements.

We appreciate that dentists can and will be extremely busy while preparing to buy or sell a dental practice; and we take pride in making the process as straightforward as possible for our clients.

If you are considering selling a dental practice, early discussions, before even placing the practice on the market, with a specialist lawyer can help to expedite the process. Our expert team can help in preparing your practice for sale and ensuring the enquiries stage of the transaction is smooth and efficient.

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