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Dentists Legal FAQ
LCF Law, trusted advisors to dentists'
Below you'll find answers to the questions we get asked the most about buying or selling a dental practice. We do hope you find them useful, but if you have question not covered below contact us and we will be happy to help you.
- Can the PCT/NHS Local Area Team stop me from buying or selling my practice?
- What is due diligence?
- How long will does the sale/purchase process take?
- What is the difference between a PDS and a GDS Contract?
- What about my CQC registration?
- Once I have bought a practice can I change the opening hours?
- Should I incorporate my dental practice?
- How do I protect the goodwill of my dental practice?
- What is a Settlement Agreement?
- How often will I be updated on the progress of my matter?
- Do you offer a fixed fee?
- Does it matter that you're based in Leeds and I'm in London/Devon/Wales etc?
- How long have you been acting for dentists?
- I'm always with patients, when will I get chance to discuss my matter with you?
Can the PCT/NHS Local Area Team stop me from buying or selling my practice?
It depends on your individual situation, we would advise that you do not approach your NHS Local Area Team until you have spoken to us in the first instance.
What is due diligence?
If you're buying a practice, to ensure that you know what you are buying, we conduct a thorough due diligence exercise which means we raise a number of enquiries of the Seller regarding the business and the property. This aim of this process is to uncover any issues with the practice that you need to be aware of before you commit to buy such as underperformance of UDAs, patient complaints, GDC proceedings, employment tribunal claims, NHS disputes and so on. The answers to these questions will have a direct bearing on the contents of the Sale Contract.
How long will does the sale/purchase process take?
On average the process tends to take between three and six months. The timescales can vary significantly depending on factors such as whether the practice is NHS or private and whether or not the practice premises are leasehold or freehold.
What is the difference between a PDS and a GDS Contract?
There are two different types of NHS contracts; General Dental Services (GDS) Contract and Personal Dental Services (PDS) Contracts. A GDS Contract held in the name of an individual dentist (not a company) allows that Dentist to take add a partner onto the contract. This is how NHS contracts are transferred between Buyer and Seller on a practice sale. The PDS contract does not allow for a partner to be taken on, they are subject to a greater number of key performance indicators and they are time limited unlike a GDS contract that is not time limited and continues until terminated. The flipside however is that PDS Contracts do tend to have a higher UDA rate. Where the contracts are in the names of limited companies, there are other options available to you on a sale or purchase depending on the wording of the contract. A PDS contract does contain the right to transfer to a GDS contact at any time subject to certain criteria but this is usually accompanied by a downward renegotiation of contract value.
What about my CQC registration?
The type of registration you have depends on the type of practice but one thing is certain, the Practice must always have a valid CQC registration in place. If you're buying or selling a dental practice with an NHS element, then the registration procedure is much more complex and must be submitted at the correct time. It is always best to seek the advice of a Dental Solicitor who will guide you through this process.
Once I have bought a practice can I change the opening hours?
Yes, let our expert dental employment team guide you through the process, however to ensure there is no delay, please let us know at the outset what your intentions are with regards to the staff.
Should I incorporate my dental practice?
This is a purely based on the view of your accountant. There is no "one size fits all" in respect of practice incorporation and you should ensure you use an accountant who specialises in the Dental Industry. Particular complexities include ensuring the goodwill valuation is accurate and that the NHS contract (if any) is correctly dealt with. A failure to correctly address these issues can lead to HMRC investigations and a loss of entitlement to superannuation for your Associates.
How do I protect the goodwill of my dental practice?
Without a bespoke written Associate Agreement in place with carefully drafted binding out clauses, you cannot properly protect the goodwill of your practice. Similarly it's important to ensure that when buying a practice, that the Seller and the Associates are subject to properly drafted binding out clauses.
What is a Settlement Agreement?
Formerly known as a Compromise Agreement, this legally binding agreement allows you to pay a sum of money to an employee and in return they promise not to bring a claim to the Employment Tribunal. If you are Selling a practice and you have a wife or family member employed at the Practice, you may be able to pay them a tax free sum from the sale proceeds through the use of a properly drafted Settlement Agreement.
FAQ - Service
How often will I be updated on the progress of my matter?
This is up to you. We ask how you would like to be contacted, phone, email and how often. We take a proactive approach so you can be safe in the knowledge that we are progressing your matter. If you contact us, we will always reply to your email or return your call on the same business day.
Does it matter that you're based in Leeds and I'm in London/Devon/Wales etc?
Not at all. We act for clients throughout England and Wales. We always prefer to meet our clients face to face and wherever possible we will try and get out and about to achieve this. Similarly you will always receive a warm welcome at our offices in Yorkshire. Where it doesn't prove possible to meet, we are used to completing matters remotely by email, telephone, Skype and post. If you'd prefer not to, you don't need to meet us at all!
How long have you been acting for dentists?
The Dental Team at LCF have in excess of 15 years experience of acting exclusively for dentists, dental practice owners and dental corporates. Each member of the team can draw on their years of experience in order to provide you with the highest quality advice. In addition they each have a knowledgeable and experienced network of like minded professionals who share similar values and who would be delighted to offer you the benefit of their experience.
I'm always with patients, when will I get chance to discuss my matter with you?
We are happy to arrange all appointments around your availability. We understand that you are busy professionals and so wherever possible, we will always try to contact you and arrange all appointments at a time convenient for you.
Your Faqs were written by Nathan Bentley. Nathan is an Associate Solicitor and Head of the Dental Team here at LCF Law.
Nathan has years of experience in acting exclusively for dentists and dental practice owners throughout England and Wales particularly in respect of practice sales and purchases, practice business structures, incorporation and general commercial advice.
Call Nathan on 0113 2440876 or email ku.oc1701786643.fcl@1701786643yeltn1701786643ebn1701786643 for a no cost/obligation consultation.