Making the leap from associate to practice owner is one of the most exciting—and nerve-wracking—moves a veterinarian can make. Ownership offers more than just financial rewards; it’s about autonomy, leadership, and the opportunity to shape a practice’s culture and future. But even when the transition seems natural—especially if you’re buying from a practice where you already work—the process is full of legal complexities that can derail even the most promising deals.
Veterinary practice sales are intricate, and overlooking legal details can lead to lost time, damaged relationships, and serious financial losses. If you’re preparing to move from associate to owner, understanding the most common legal missteps is your best defense against a failed transaction.
Inadequate Due Diligence
Don’t let familiarity replace formality. Just because you’ve been treating patients, collaborating with staff, and seeing the day-to-day flow of the practice doesn’t mean you’ve seen the full picture. One of the most damaging mistakes associates make is assuming they already know everything they need to know about the business they’re about to buy.
Comprehensive due diligence is your opportunity to uncover issues that might be hidden beneath the surface—things even the seller might not fully realize are problematic. This includes:
Skipping this step or doing a superficial review is a gamble that can result in taking on hidden debt, inheriting unworkable contracts, or walking into a regulatory minefield.
Vague or Incomplete Purchase Agreements
A handshake might feel right—but it’s not legally binding. In veterinary practice sales, informal agreements and vague promises often lead to confusion, disputes, and legal battles. A well-crafted purchase agreement is essential to ensure that all parties are aligned and protected.
This contract needs to go far beyond the basic price tag. It should include:
Your purchase agreement and/or employment agreement with the seller should specify transition timelines, decision-making authority during the overlap period, and expectations for how the seller will be involved post-sale. That level of clarity helps protect your authority and keep the team stable during the change.
Failure to Secure Financing Early
Trying to negotiate a deal without knowing how you’ll pay for it is a major red flag. Many associates jump into purchase conversations only to realize halfway through that their financing doesn’t line up with the seller’s expectations—or worse, that they can’t get approved for the full amount.
The earlier you begin working with a veterinary lender, the better. A specialized lender will:
These protections don’t just give you legal standing—they give you peace of mind and a stronger foundation as you begin your ownership journey.
Final Thoughts
Buying a veterinary practice from the inside—after working as an associate—might seem like the smoothest path to ownership, but that familiarity can breed assumptions. Legal pitfalls are everywhere in the transition process, and they can be costly if ignored.
Working with experienced legal counsel who understands the veterinary industry isn’t just a smart move—it’s a necessary one. You’ve worked hard to get to this point. Don’t let a preventable legal issue keep you from closing the deal and stepping into the ownership role you’ve earned.
Contact Dental & Medical Counsel for Help With Veterinary Practice Transitions
At Dental & Medical Counsel, we’ve helped countless veterinarians successfully navigate the transition from associate to owner. Our legal team understands the unique challenges of veterinary practice purchases—from structuring deals and reviewing contracts to negotiating terms and avoiding post-sale surprises. If you’re ready to take the next step in your career, reach out to us today to make sure your deal is done right.
Frequently Asked Questions
Q: I’m buying the practice I already work at—do I still need to do due diligence?
A: Absolutely. Even if you're familiar with the day-to-day, due diligence reveals hidden liabilities like debts, expired contracts, or compliance issues that aren’t visible from the treatment floor.
Q: What’s the difference between an asset sale and a stock sale?
A: In an asset sale, you purchase specific assets (equipment, goodwill, patient records). In a stock sale, you buy the seller’s ownership interest in the entire entity. Each has different tax and liability implications, and your attorney can help you choose the best structure.
Q: Should the seller stay on after the sale?
A: That depends on your comfort level and the terms of your deal. A short transition period can help ease the handoff with staff and clients, but you should have a clear agreement outlining roles, duration, and authority.
Q: How long does the transition process usually take?
A: From initial negotiations to closing, a well-managed associate-to-owner transition typically takes 3 to 6 months, though more complex deals can take longer—especially if financing or lease negotiations stall.
Q: Do I need a lawyer if I already have a CPA and lender?
A: Yes. CPAs and lenders are crucial, but only an attorney can fully protect your legal interests and ensure contracts, entity structures, and compliance requirements are all in order.
Q: Can the seller compete with me after the sale?
A: Not if your agreement includes a well-drafted non-compete clause. Be sure to define reasonable geographic and time limitations so it's enforceable under state law.
Q: What happens to the practice’s existing staff?
A: In most cases, staff stay on, but you’ll need to review existing contracts and decide whether to offer new agreements. Discuss retention bonuses or benefits early to minimize turnover risk.
Q: What’s the biggest legal mistake buyers make?
A: Relying on verbal promises instead of detailed written agreements. Always get everything in writing—from purchase terms to post-sale support—to avoid disputes.
Q: Is seller financing a good idea?
A: It can be, especially if traditional financing doesn’t cover the full purchase price. Just be sure the terms are clearly defined in a promissory note with a payment schedule and default provisions.
Q: How do I protect myself if something goes wrong after the sale?
A: Your purchase agreement should include representations, warranties, and indemnity clauses to protect you if the seller misrepresented any part of the practice.
At Dental & Medical Counsel, we've been instrumental in realizing the practice goals of countless veterinarians. Whether you're looking to purchase, launch, or sell a veterinary practice, our expertise is your guide. Beyond the initial stages, we're committed to ensuring your veterinary practice remains legally compliant.
We provide comprehensive support, including employment law protections, veterinary contract reviews, and assistance with veterinary employment agreements. Additionally, we specialize in incorporating veterinary practices and securing trademarks. And for long-term planning, our services extend to helping veterinarians with succession and estate planning. Trust us to be your partner in every step of your veterinary practice journey.
About Ali Oromchian, Esq.
Your Veterinary Lawyer
Ali Oromchian, JD, LL.M., is a leading legal authority in dental law and the founding attorney of Dental & Medical Counsel, PC, with over two decades of experience. His deep connection to dentistry comes from his wife's nearly two-decade-long career as a pediatric dentist.
This personal insight fuels his dedication to empowering dentists to navigate their legal challenges and achieve their practice goals. In doing so, Ali has helped thousands of doctors open their practices while maintaining legal compliance.
Ali is frequently quoted and contributes articles to dental publications, including the California Dental Society, Progressive Dentist, Progressive Orthodontists, Dentistry Today, Dentaltown, and The New Dentist magazines, further showcasing his commitment to the dental community.