Buying a dental practice in Scotland? We're the specialist solicitors dentists trust.

A dental practice purchase can involve much more than simply agreeing a price. Depending on the transaction, consideration may need to be given to the assets being acquired, employees, existing contracts, the practice premises, dental equipment, stock, intellectual property, goodwill, NHS list arrangements, regulatory compliance and existing liabilities. We recommend taking legal advice at an early stage so that the proposed terms and transaction structure can be considered before matters progress too far.

An Asset Purchase Agreement is generally the principal contract setting out the terms upon which the practice and its agreed assets are being bought and sold. It may deal with matters such as the purchase price, the assets included or excluded from the sale, completion arrangements, liabilities, employees, contracts, warranties and obligations which continue after completion. These agreements should reflect the particular transaction rather than being treated as a standard form document.

That depends entirely upon the transaction. A dental practice sale can potentially include items such as dental equipment, stock, goodwill, intellectual property rights, the practice name, patient records and the benefit of certain commercial contracts. Equally, the parties may specifically agree that particular assets, liabilities or contracts are excluded. Identifying exactly what is and is not included is an important part of documenting the purchase.

It can be helpful to involve a solicitor at an early stage. Heads of Terms are often agreed before the detailed legal documentation is prepared. They can cover important commercial points such as the price, what is being purchased, the proposed completion date, property arrangements and other conditions. Obtaining advice early can help identify matters which may need to be addressed before detailed documents are negotiated.

The extent of legal due diligence will depend upon the nature, size and structure of the practice being acquired. It may involve reviewing information relating to the practice assets, contracts, employees, premises, equipment, licences, disputes, intellectual property and other matters relevant to the transaction. The purpose is generally to understand what is being acquired and identify matters which may need to be addressed within the contractual documentation or before completion.

This depends upon whether the premises are owned or leased and upon the structure of the transaction. Where the practice operates from leased premises, the existing lease may need to be assigned, surrendered or replaced with a new lease. This can also involve the landlord and the landlord's solicitors, meaning the property element should be considered alongside the practice purchase itself. In some transactions, completion may be dependent upon the new property arrangements being completed at the same time.

Employment arrangements can be an important part of a dental practice acquisition. Depending upon the circumstances, the Transfer of Undertakings (Protection of Employment) Regulations 2006, commonly referred to as TUPE, may be relevant to employees of the practice. The particular position depends upon the transaction and should be considered individually. The practice purchase documentation may also contain detailed provisions dealing with responsibility for employees before and after completion.

The position of self-employed contractors can differ from that of employees. Existing arrangements may need to be reviewed and consideration given to whether new contracts or arrangements will be required following completion. The correct approach will depend upon the particular practice and contractual arrangements, so specific advice should be obtained.

A dental practice may have contracts with suppliers, service providers, maintenance companies and other third parties. As part of a sale, consideration may need to be given to which contracts are intended to continue and whether they can be transferred to the purchaser. In some circumstances, the consent of another party may be required. If particular contracts are important to the practice you are acquiring, please raise these with your solicitor at an early stage.

Not necessarily. Responsibility for debts, liabilities and obligations will depend upon the structure and terms of the transaction. The legal documentation should clearly address the respective responsibilities of the buyer and seller. For example, the agreement may distinguish between matters relating to the period before completion and those arising after completion.

Warranties are contractual statements made within the transaction documentation concerning specified aspects of the practice. The scope of warranties, any disclosures made against them and any agreed limitations can form an important part of negotiations between a buyer and seller. The appropriate warranty package will depend upon the circumstances of the transaction.

A Disclosure Letter is commonly used alongside warranties in a dental practice sale. Broadly, it allows relevant matters to be disclosed in connection with warranties contained within the purchase agreement. The precise legal effect will depend upon the wording of the transaction documents. Disclosure can be an important part of protecting the respective positions of the parties.

The parties should establish what stock, dental equipment, furniture and other assets are included in the agreed transaction. It may also be necessary to establish whether particular equipment is owned outright or is subject to leasing, hire purchase or other finance arrangements. The purchase agreement should reflect what has actually been agreed between the parties.

The purchase price and payment arrangements should be clearly documented. Depending upon the transaction, the overall price may also be allocated between different categories of assets such as goodwill, equipment and stock. Tax and accounting implications should be discussed with the appropriate professional advisers as part of the wider transaction.

Completion is the point at which the agreed transaction is implemented in accordance with the contractual arrangements. There may be a number of documents and practical matters which require to be dealt with at or before completion, including executed agreements, property documents, patient records, contracts, asset information and other agreed deliverables. Your solicitor should guide you through the particular completion requirements.

There is no standard timescale. The timetable can depend upon the complexity of the practice, due diligence, negotiations, finance, property arrangements, third-party or landlord consents, NHS or regulatory requirements and how quickly information is provided by the parties. If you have a proposed completion date, tell us as early as possible so that we can consider whether the proposed timetable appears achievable.

Yes. Where a dental practice acquisition involves commercial premises, the property arrangements can be a significant part of the overall transaction. Having the practice purchase and commercial property aspects considered together can help identify dependencies between the two transactions and coordinate the proposed completion.

Ideally, you should contact us as early as possible. You do not necessarily need to wait until a formal Asset Purchase Agreement has been issued. We can become involved while Heads of Terms are being discussed, once an offer has been agreed in principle, or when the transaction is ready to move into the legal documentation and due diligence stage.

We can advise dental practice owners on the legal aspects of a proposed sale, including the transaction documentation and, where relevant, associated commercial property arrangements. The work required will depend upon the practice, the proposed structure and what has already been agreed with the purchaser.