How to Sell Your Dental Practice
When you’re ready to sell your dental practice, you want to be sure to get the best return for your years of investment and hard work. So, our dental practice sales experts have pulled together this guide to ensure you know exactly what you need to know to sell you practice…
State of the market
2025 saw the return to a buoyant market, driven by returning confidence in market stability underpinned by multiple reductions in the Bank of England Interest Rate. After a quieter 2024, transactional volume increased with a wide-ranging portfolio of practices coming to market and a significant uplift in buyer activity. This also prompted a recovery of average goodwill values however the latest NASDAL goodwill survey reported goodwill values at 124% as a percentage of gross fees in the quarter ending 31 July 2025, compared with 118% in the previous quarter.
Both independent dentists and group/corporate operators remain keen to purchase, with healthcare banks and private equity investors looking to lend within the sector due to its ongoing stability and desirability.
Planning your exit early remains key
Selling a dental practice takes time, with average completion timescales, from the point when the sale is agreed, taking four to nine months. This timeline can be impacted by:
- whether you have an NHS contract
- the structure of your sale (asset or share sale)
- where your funding is coming from
- CQC registration transfer
- type of solicitor used (where specialist is involved sales are quicker)
- buyer type, and
- involvement of 3rd party landlords.
Group and corporate buyers tend to be able to complete quicker because they have standardised legal documents and processes for due diligence.
Due to the length of time involved in the sale journey, early planning is key. Likewise having a broker who is proactive throughout the legal process is crucial to ensure a timely sale and that any issues along the way are identified and dealt with swiftly.
Financial planning is an important consideration for any business owner ahead of a sale; with tax relief changes each financial year, practice owners should start planning early. An experienced broker will advise you on this and support all parties for a smooth, efficient transaction.
Mapping Your Exit Vision
1. Personal & Financial Goals
Deciding when to sell your practice will likely be one of the most important decisions of your career. Historically sales were largely driven by retirement plans, however as the demands and regulations associated with managing a practice have increased, you may be choosing to sell your practice earlier on in your career.
Alternatively, the sale timeline may be dictated by the value of your practice, waiting to hit a ‘magic number’ before considering a sale, to ensure you have the right level of income to maintain your lifestyle choices into the future.
2. Working in the Practice Post-Sale
Whether you stop working at the practice immediately on completion of your sale is influenced by different factors.
Firstly, it may be down to personal choice. Many principal dentists don’t like the idea of working for someone else within the practice they have built and managed for so many years. For others selling earlier in their career, they may want the continuity of an Associate role and therefore be more flexible regarding continuing clinically at the practice post-sale.
Secondly, the type of buyer acquiring the practice will influence the post-sale arrangements as sales of larger practices to small groups or corporate operators will almost always require you to be tied to the practice post-sale for between 2-5 years. Even owners who are non-clinical are often required to continue with the business for this transitional period, as their presence and influence in running the practice amounts to more than just their clinical activity.
Regardless of when the decision is made or what the post-sale arrangements look like, an overriding factor that influences many sale decisions is legacy. For many principals their practice is their life’s work and so ensuring the continuity of that legacy for patients and team members will be crucial and adds to the emotive nature of the sale.
3. Timing the Sale
Knowing when to sell your practice based on market values and demand can be tricky. As always with hindsight we can look back and understand when the market was performing best and the key industry changes, but often we don’t see these shifts until it is too late.
The best way to ensure you maximise your value is to have an early valuation, usually two to three years before you are ready to sell. This will allow a valuer to benchmark your practice and advise on areas for value growth and operational efficiencies. By updating the valuation each year with your latest financials, you can then track how the value is performing and get a feel for the right time to sell. A valuer will also be able to advise you of current and expected market trends and how certain in-house decisions, such as refurbishing a surgery, or taking on a new team member will impact your valuation.
Early advice is also key to help you understand your post-sale obligations, such as working on at the practice post-sale. If you are likely to be tied into the business for a number of years post-sale, then you may need to have an initial valuation six to seven years before you want to be able to officially hang up your loupes, to allow time to grow the business before entering the sale journey.
Valuation Fundamentals
1. EBITDA & Multiples
When we value a practice for sale, we are using a financial metric to measure the practice goodwill; the belief that the business can be sustained at the same level for several years to come. The financial metric we use is called EBITDA (earnings before interest, tax, depreciation and amortisation), which is a measure of sustainable profitability.
Whilst turnover is important for any business, the most important consideration is profitability as banks and lenders need to be reassured the business can deliver a sustainable profit.
Often when reviewing a set of accounts, there are one-off costs such as a new dental chair, personal costs for example motor expenses and accounting functions like depreciation that skew profitability. When we value, we strip all those things out, so that we get a more realistic measure of operational profit.
We must also consider how the practice operates now versus how it will operate post-sale. If you are working three days a week clinically you won’t be paying yourself a wage, but if you were to sell to a group or corporate, that clinical work will need an Associate cost against it. Likewise, if you own the freehold but will lease the premises to an incoming buyer the property costs within the accounts may need adjusting.
Once we have determined a realistic post-sale profit for the business, we will multiple that profit by a factor to arrive at the valuation. Typical practices selling to owner dentists have a multiplier between 2.5-4.5X EBITDA, whilst practices selling to groups/corporates would likely have a 7-7.5X multiplier. The multipliers differ because the level of profitability significantly differs based on purchaser type; this is largely due to the difference in clinical costs between an owner-operated and associate-led model. In addition, owner purchasers are reliant on bank funding which tends to be capped, whereas groups/corporates are funded through private equity where financial restraints are less stringent.
As well as representing the number of years required to pay back the investment, the multiplier can be seen as a score of buyer desirability, so practices in urban areas would likely attract higher multiples. The mix of income and security of that income can also impact the multiplier chosen, so a practice with a high proportion of income from a dental plan could be seen as more stable and therefore attract a higher multiple. Likewise, a practice with a large NHS contract that is consistently underperformed could be seen as risky and could attract a lower multiplier. Ultimately the multiplier reflects the buyer demand in the locality, alongside the attractiveness of the practice to that buyer audience.
Crucially because we are multiplying profit several times over when we value, small increases in profit can lead to much bigger increases in value. This is why an early valuation is key; advising you on strategy and allowing you time to make certain changes in the practice can add 10s or even 100s of thousands of pounds in additional value.
2. Premises & Property
Some Principal Dentists own the freehold property from which their practice operates, whereas others lease the premises from a 3rd party landlord. There are pros and cons for both buyer and seller with each arrangement.
Where the property is owned by an independent landlord the lease will either need to be reassigned or reissued as part of the sale. This can affect sale timelines, as you are involving a 3rd party solicitor, alongside the buyer and seller solicitors. You may also find that annual rental increases or some of the terms offered by the Landlord are not suitable and so it can add another layer of complexity to the deal, however many practices are sold on this basis without issue. It is important to therefore pick up property queries early in the sale process when an offer has been accepted.
If a freehold is owned by the outgoing Principal Dentist they may want to retain this and lease it back to the incoming buyer. In this case negotiations around lease terms are generally more straightforward as both sides ultimately want the same outcome. Alternatively, the owner may want to sell the freehold with the practice so they can fully distance themselves from the practice on completion. Whether or not a buyer can afford both the goodwill and freehold will depend on their personal circumstances and will be decided by their lender. We have a finance team that can support this, based on research for each buyer via our tailored service to ensure the best possible outcome.
However, many buyers are keen to buy freeholds and where lending allows, they will acquire the freehold with the practice or potentially a few years later depending on tax advice. This is something to seek advice on from a specialist dental accountant. You can find a list of accountants who are a member of the National Association of Dental Accountants and Lawyers (NASDAL). Brokers can also provide a list of specialist dental accountants with significant experience advising dental practice owners and connect you on request.
As a Principal Dentist who owns the freehold, the best option is to be flexible and that will ensure you are opening the opportunity to all buyers, regardless of whether they have the means to purchase the freehold.
3. Maximising the value of your dental practice
When we value a practice, we benchmark key performance metrics against industry averages. This means if a practice is valuing lower than expected we can identify why and explore this further with the principal dentist.
One of the most significant areas of overspend is where a practice is significantly over-nursed; and because we are multiplying profit a number of times over, then an extra annual nurse salary in the region of £30,000 could impact valuation by over £200,000. By educating practice owners on this, it allows them to make strategic decisions when a nurse is leaving the practice through natural attrition.
Hygienist efficiency is another area that is often overlooked by principal dentists, particularly if they are paying their hygienist an hourly rate and have no need to consider how much income they generate within a given month.
Through review of a full profit and loss account, we can even consider overspends in areas such as marketing, telecoms, insurance and advise on optimising material spend, as it is an every-little-helps approach when trying to build up additional profit.
For some practices, their cost control is already in hand, so adding value must come through adding turnover. This is where chair-time analytics, clinician efficiency, digital dentistry and income analysis can be used to identify areas for growth and value maximisation.
It does of course take time to make these changes within a practice, but through practice management and accounting software the impact of these changes can be monitored much quicker than waiting for your annual accounts.
Building the “Power Team”
Selling a dental practice is an important, often once in a lifetime decision. It’s so much more than a financial transaction; it can be an emotional journey too so having the right team around you is key.
| Role | When to Appoint | What to look for |
|---|---|---|
| Specialist broker | 2-5 years out | An expert broker supports the sale all the way through and will be the liaison between all parties. Choose a broker with:
Ask about:
|
| Dental accountant (NASDAL / AISMA) | 24 months | Dental practice sales experience – a specialist dental accountant is key. Check they regularly work with dentists and dental practices – they will need to understand your valuation. Things to ask an accountant about may include their experience of NHS contracts, pensions, tax affairs, exit strategies and retirement planning. |
| Dental solicitor | At valuation stage | Again, dental practice sales experience is essential. Check they’re familiar with:
Look for someone who is recommended by a broker, dental association or your accountant. |
Specialist broker
This is the first point of call. You should arrange a valuation of your practice as early as possible, ideally a few years before you’re thinking of selling. An independent professional valuation will consider your business from a different perspective to any valuation you may have had from your accountant in the past. It will provide you with suggested changes to help increase the value of your practice – put them into action, they will serve you well in the future.
Specialist dental accountant
You should decide on the accountant you will use for your sale a year before you’re due to sell. They can advise on tax planning and help prepare your financial records. During the sale they will support your buyer with questions about your accounts as part of their due diligence and work with your solicitor to aid a smooth transaction.
You can find a list of accountants who are a member of the National Association of Dental Accountants and Lawyers (NASDAL). Brokers can also provide a list of specialist dental accountants with significant experience advising dental practice owners and connect you on request.
Specialist dental solicitor
Throughout the transaction, you will have significant interaction with your solicitor. It’s essential that your solicitor understands the nuances of dental practice sales. We can provide you with a list of specialist dental solicitors, who are experienced in handling dental practice purchases. For a smooth process, we recommend agreeing on a fixed fee with your solicitor, which will give you peace of mind during the transaction.
Additionally, clear timelines should be established with your solicitor to avoid delays. Without agreed timelines, there is a risk of your deal being delayed due to other cases your solicitor may be handling.
You can find a list of solicitors who are a member of the National Association of Dental Accountants and Lawyers (NASDAL). Brokers can also provide a list of experienced solicitors and connect with you someone from a carefully selected panel.
Going to Market
Once you have made the decision to sell your practice, appointing an experienced broker who will guide you through the sale process is key to securing a successful sale.
The broker will be responsible for finding the right buyer for your practice and will manage negotiations to secure you the best price or terms of sale. They’ll handle all the offers on your behalf acting as the middle man between all parties.
During the sale period your broker will be in regular contact to coordinate the sale and support you through to completion.
Securing Confidentiality
Securing confidentiality during a dental practice sale is essential to protect your business, patient data, and staff morale – especially before a deal is finalised.
NDAs
Non-Disclosure Agreements are your first line of defence in maintaining confidentiality throughout the deal process. Your broker will introduce you to buyers who have signed an NDA that covers financials, patient data, staff info, practice metrics, and business operations. Any data shared may only be used for evaluating the purchase, not shared or reused. It’s also advisable not to tell your team you are planning to sell the practice until the deal is about to complete, as this may create unnecessary concern and lead to clinicians or support staff looking for work elsewhere.
Marketing Brochures
Your broker will discuss with you the proposed marketing strategy, including the agreed marketing price, arrangements for viewings and any buyers you may wish to exclude. They will put together the marketing particulars that show your practice in its best light and convey to buyers the selling points and areas of potential growth. This is a two-way process giving you the opportunity to input with your thoughts and ideas; you are after all the practice expert!
Initially a high-level practice summary is shared with matched buyers identified as actively looking to purchase within your geographical area and based on their buying requirements. This allows buyers to express interest without receiving commercially sensitive or identifiable data. The summary will include information such as practice type, county location, number of surgeries and sale price. On request, interested buyers will then receive a much more detailed marketing brochure and redacted accounts, still anonymised but allowing the buyer to properly assess whether the opportunity is right for them.
Your broker will chase interest and speak with buyers in their network about the opportunity promoting the practices details to drive activity. It’s therefore important to ensure your broker has a vast network of buyers to tap into.
Viewings
Your broker generates interest in your practice from prospective buyers and arranges the viewings. They’ll work with you on the best time to do these; working around your opening hours to maintain full confidentiality. The viewing will be your opportunity to get a feel for the buyer and if they are the right fit for the practice; this is particularly important if you intend to continue working clinically at the practice post-sale. Where appropriate the broker may offer assisted viewings acting as an intermediary between you and a prospective buyer, fielding questions and providing any information that’s requested.
Negotiations
Your broker will handle the negotiations between both parties with your best interests at heart. The most common area of negotiation is the sale price.
The broker may also need to negotiate on the deal structure, working with both yours and your buyers’ solicitors to secure the best outcome. Payment terms will be discussed and whether you will need to stay on as an associate working in the practice for a period after the sale. This may be a point of negotiation, particularly for large practice sales, and if the buyer is a corporate. If you own the building, the property terms may also be negotiated.
When a buyer reviews the Information Memoradum, they’ll submit an offer to the broker if they’re interested. A good broker will seek multiple offers from multiple buyers. They will present the offers to you and counteroffer on your behalf negotiating for the best deal.
Choosing the right buyer
Your broker will present all the offers to you and advise you on the pros and cons of each.
Buyer Pools
There are several types of buyers all with different requirements. You may choose to sell to:
- A first-time buyer
- A husband-and-wife team
- Your associate/partner
- A small local group operator
- A large group
- A corporate
Assessing & Structuring Offers
Depending on who you are selling your practice to, will depend on the deal structure.
- Cash at completion
Smaller practices that are selling to owner dentists tend to be very straightforward. In this scenario the full sale price is paid upon completion with no further obligations on the outgoing Principal. Whilst they may support a short transitional period in the practice this will be on an ad hoc basis rather than a contractual one. This arrangement is very desirable for a seller; however not all practices will benefit from that structure. - Deferred consideration / earnout
Larger practices turning over £800,000+ per year with 4+ surgeries are more likely to sell to a group or corporate and the deal structure will look very different. They will typically pay 70/80% of the sale price on completion and defer the remaining sale price over an ‘earn-out’ period. The outgoing Principal will work at the practice as a paid Associate for a minimum term, usually 2-5 years and will be given targets to hit each year, either based on turnover or profitability. If they hit the target in full each year they will get the next instalment of the sale price, until all the sale price has been paid. If the business does not perform as expected the deferred element will be phased downwards. Often there is the opportunity to earn bonus payments over and above the agreed sale price, if the business performance exceeds targets. Periodically a new corporate will enter the market offering a different type of deal structure, with shared ownership or joint ventures providing choice to owner dentists who are looking for a different type of exit. Whilst Principal Dentists don’t necessarily like the idea of post-sale targets and tie-ins, these deal structures often come with multi-million pound sale prices and so are appealing in other ways.
Memorandum of Sale or Heads of Terms
Once an offer is accepted, your broker will issue a non-binding outline of the agreed price and main deal terms which is signed before due diligence. Then the buyer will instruct their solicitor and accountants to carry out due diligence. Again, your broker will keep you updated on how this progresses and will work with your solicitor on any questions or negotiations.
Due Diligence
Financial
During the sale process the business doesn’t stand still and so there may be changes to staff, clinician pay rates or business performance. It is important to avoid any reductions in turnover and profitability where possible and seek advice from your broker before making decisions that could impact value.
In some cases a buyer may want to revisit the agreed sale price after a comprehensive round of due diligence. As your broker we are on hand to review the financials independently and argue your case to try and avoid any price chipping.
Sale Support Once Sold Subject To Contract
When your broker secures an offer from a buyer that you agree on, your practice will be sold subject to contracts. At this stage the buyer, and their solicitor, will start to review all your documentation to check everything is as expected. Your broker will work with your solicitor to field any questions and adhere with all the compliance.
Compliance & Documentation
Your solicitor will receive a comprehensive questionnaire from the solicitors representing the buyer. This questionnaire forms the basis of the due diligence discovery process, covering various aspects of your business, such as associates, staff, property, and financials. Rest assured; irrelevant details will be disregarded.
To ensure your sale progresses efficiently, start collating due diligence information as soon as possible.
The documents listed below are commonly requested on most transactions.
Business documents required to sell your dental practice:
- Inventory of equipment included in the sale
- Excluded items
- Lease/Hiring Agreements
- Supply contracts
- Staff details
- Signed accounts for the last three years
- Management accounts since the last Y/E accounts date (if available)
- Practice surgery insurance policy
- Employer’s liability insurance policy
- CQC registration certificate (including for the Registered Manager if applicable)
- The latest CQC inspection report
- Policies and procedures for the practice
- A copy of any computer software licences
- Pressure vessel testing certificates
- X-Ray testing certificates
- Autoclave testing certificates
- HTM01-05 audit
- Legionella audit
- Accident book entries
- Complaints procedure
- Emergency lighting testing certificate
- Latest business rates demand
Statutory registers (if share sale) - Defibrillator testing certificates
- Oxygen cylinder testing certificates
HR files required to sell your dental practice:
- Employment contracts
- Employee handbooks
- Contracts with self-employed staff
- GDC registration certificates
- Vaccination records
- DBS checks
- Training records
- Indemnity insurance certificates
- Right to work / immigration status records.
Data Room Etiquette
A virtual data room (VDR) is a secure, access-controlled repository for sensitive documents. Your solicitor may set up a VDR for the transfer for due diligence documents between all parties.
CQC
Our team can introduce you to specialist CQC partners who can assist with the CQC registration transfer. This process can take time, so it’s important to start it early. A new registered manager, usually the new owner or the practice manager, will need to have a valid enhanced DBS certificate before taking up the position. Read more on the CQC process here.
TUPE
It is a requirement that written terms are in place for all associates under CQC regulations. If you already have associate agreements, your buyers’ solicitors may review them for suitability. If the agreements are assignable, they will be transferred to the buyer. If not, the associates may need to sign an assignment letter or a new agreement reflecting current terms. If you don’t have contracts in place, it may take some time to negotiate new ones, so it’s advisable to begin this process early.
Closing the Sale
Once all the above due diligence has been completed, your solicitor will coordinate the sale – they’ll arrange for you to sign the sale agreement and ensure funds are transferred properly. They help finalise any last-minute logistics and close the sale. Your broker will be on-hand to support you and the buyer with any outstanding documents required.
It’s time to look ahead to your next chapter!
Post-sale
Once you’ve sold your practice, you may wish to take advice from a wealth management expert. We can put you in contact with someone in our trusted network to ensure you get the advice you need post-sale.
If you are a practice owner, start thinking about your exit now…
By acting now, you can protect the profitability of your practice which is the most important measure when it comes to valuing your practice when you come to sell – whether that’s in a year, or ten years’ time.
Do you research to choose ‘the power team’ that you want to support you through your sales process.
At Henry Schein Dental Practice Sales, formerley MediEstates, our experts have valued more than 2,600 practices in the last five years. With more than 6000 registered buyers, we average six viewings per practice.*
Our experienced, knowledgeable team support dental practice sales across the UK. Book a valuation here or request a call back from one of our experts to see how we can help sell your dental practice.
*Data based on activity between 2020-2025
