Understanding key terms in a dental practice purchase agreement is crucial for anyone looking to buy or sell a dental practice. These terms define all parties' obligations, rights, and expectations and ensure clarity and protection throughout the transaction process. Take a look at a few essential terms related to dental practice purchases. Then, let Dental & Medical Counsel help you with your dental practice purchase.

1. Covenants

Covenants in a dental practice purchase agreement are binding legal promises that dictate certain actions that must be taken or avoided by the parties involved. These often include non-compete agreements to prevent the seller from opening a competing practice nearby. They ensure that the buyer can operate without interference from the seller, thereby protecting the practice's patient base and business value.

2. Seller Financing Options

Seller financing options refer to the arrangements where the dental practice seller extends credit to the buyer, essentially acting as the lender. This option can be attractive for buyers who may not qualify for traditional financing or prefer more flexible payment terms. Seller financing often involves a promissory note detailing the interest rate, repayment schedule, and consequences of default.

3. Purchase Price

The purchase price is the total amount agreed upon by the buyer and seller to acquire the dental practice. It is typically determined after thoroughly evaluating the practice, considering its earnings, market conditions, and assets.

4. Market Analysis

Market analysis in the context of buying a dental practice involves evaluating the local market conditions, competition, demographic trends, and economic factors that could impact the practice's future performance.

5. Tax Implications

Tax implications are critical considerations in the sale and purchase of a dental practice, affecting buyers and sellers regarding capital gains, deductions, and asset depreciation. How assets are categorized and valued in the transaction can significantly impact the future tax liabilities for both parties.

6. Legal Compliance

Legal compliance refers to ensuring that the dental practice follows all relevant laws, regulations, and healthcare standards. This includes compliance with employment laws, patient privacy regulations, and practice-specific healthcare mandates. This is where partnering with a dental attorney is crucial.

7. Payment Terms

Payment terms define the schedule and methods through which the buyer will pay the purchase price to the dental practice seller. These terms can range from a lump-sum payment at closing to structured payments over time.

8. Staff Retention Strategies

Staff retention strategies in a dental practice purchase involve plans and incentives to keep existing staff members motivated and engaged during and after the ownership transition. Effective retention strategies help maintain practice continuity, preserve patient relationships, and stabilize operations.

9. Professional Liability Insurance

Professional liability insurance is critical for dental practitioners to protect against malpractice or negligence claims. For buyers, ensuring that a robust liability insurance policy is in place is essential to safeguard against potential lawsuits that could arise from dental services provided before and after the purchase. Buyers should also verify that the seller's insurance is adequate and remains in effect until the transfer is fully completed.

10. Patient Records

Patient records are critical in dental practices, containing detailed histories, treatment records, and personal patient information. Ensuring the integrity, confidentiality, and smooth transfer of patient records during a practice sale is vital for maintaining continuity of care and complying with privacy laws.

11. Financial Auditing

Financial auditing involves an independent auditor thoroughly reviewing the dental practice's financial statements, accounts, and related financial management practices. This process helps identify discrepancies, potential fraud, or areas where financial processes can be improved.

12. Closing Date

The closing date is the specified day when the dental practice sale is officially completed and ownership is transferred from the seller to the buyer. This date is crucial as it marks the commencement of the buyer's responsibility for the practice's operations. All financial transactions, document signings, and legal formalities are concluded by this date.

13. Non-Compete Agreements

Non-compete agreements prevent the seller of a dental practice from opening a new, competing practice within a certain geographic area for a specified period. These agreements are intended to protect the buyer from direct competition, preserving the purchased practice's patient base and value. They must be reasonable in scope and duration to be enforceable legally.

14. Conditions Precedent (Contingencies)

Conditions precedent, or contingencies, in a dental practice purchase agreement, must be met before the transaction can be finalized. These may include the buyer obtaining financing, the seller clearing all outstanding legal issues, or the practice passing a final inspection. These conditions protect both parties by ensuring that all agreed-upon criteria are met before the sale is completed.

15. Assets Included and Excluded Assets

Assets included are those tangible and intangible assets that are part of the dental practice sale, such as equipment, inventory, and goodwill. Excluded assets are items that the seller retains, such as personal belongings or specific equipment not essential to the practice's operations.

16. Due Diligence Process

The due diligence process in purchasing a dental practice involves an in-depth examination of the practice's financial records, legal compliances, operational workflows, and other critical aspects. This process helps the buyer ensure that there are no hidden problems and that they are making a sound investment. It typically involves assessments by legal, financial, and clinical experts to evaluate all dimensions of the practice.

17. Buyer's Financial Capability

Buyer's financial capability refers to the buyer's ability to fund the purchase of a dental practice, including upfront costs and ongoing financial obligations. It is assessed through credit checks, financial statements, and funding pre-approval from financial institutions.

18. Legal Authority

Legal authority in a dental practice transaction refers to the legal rights and capacity of both the buyer and the seller to enter into and execute the purchase agreement. This includes the seller's right to sell the dental practice and the buyer's legal capability to purchase and operate the practice.

19. Insurance Credentialing

Insurance credentialing is how insurance providers approve a new dental practice owner to accept their insurance for patient services. Ensuring that the practice can continue to serve insured patients without interruption is crucial. The process involves submitting credentials and waiting for approval, which can take several months.

20. Asset Valuation

Asset valuation determines the worth of the dental practice's assets, including tangible items like equipment and intangible assets like goodwill and brand reputation. Accurate asset valuation is crucial for setting a fair purchase price and ensuring the buyer makes a sound investment. It typically involves appraisals by financial experts specialized in dental practice sales.

21. Transition Services Agreement

A Transition Services Agreement (TSA) outlines the terms under which the seller will assist the buyer in transitioning the practice post-sale. This may include training the buyer, introducing them to patients and suppliers, or helping with administrative tasks. TSAs ensure the buyer receives the necessary support to maintain operational continuity and quality patient care.

22. Use of Seller’s Name

Using the seller's name by the buyer post-sale can be critical for maintaining practice continuity and patient trust. It is typically permitted for a limited period under specific conditions outlined in the purchase agreement. This strategy helps ease the transition for patients and staff by maintaining a familiar practice identity.

23. Accounts Receivable

Accounts receivable (A/R) refers to the money owed to the practice from patients who have received services but have not yet paid. In a practice sale, the handling of A/R can be negotiated where the buyer might take over the A/R and collect debts, providing immediate cash flow. Understanding and managing A/R is essential for the buyer to ensure accurate financial planning and valuation.

24. Patient Credits

Patient credits involve amounts prepaid by patients for services yet to be rendered. These must be carefully managed during the practice sale to ensure that credits are honored or appropriately refunded. Proper handling of patient credits is essential to maintain patient trust and satisfaction.

25. Practice Liabilities

Practice liabilities include all debts and financial obligations of the dental practice that the buyer might assume after the purchase. These can include loans, lease agreements, and unpaid bills. Understanding and negotiating the handling of liabilities is crucial for the buyer to avoid unexpected financial burdens.

26. Practice Valuation Techniques

Practice valuation techniques involve various methods used to determine the monetary value of a dental practice. These might include asset-based approaches, income approaches, or market comparison methods. Accurate valuation is fundamental for negotiating a fair purchase price and ensuring the investment is sound.

27. Post-Closing Adjustments

Post-closing adjustments are settlements made after the closing of the practice sale to correct discrepancies in the final purchase price based on pre-closing estimates and actual conditions. These adjustments ensure that both parties receive fair value and that any changes in the practice's financial status between agreement and closing are accounted for.

28. Representations and Warranties

Representations and warranties are assurances provided by both buyer and seller about the status and condition of the dental practice at the time of sale. These assertions cover various aspects, from the accuracy of financial disclosures to compliance with laws. They provide a basis for legal recourse if it turns out that the provided information is inaccurate.

29. Compliance with Healthcare Regulations

Compliance with healthcare regulations is crucial for operating a dental practice legally and ethically. It involves adhering to patient care, data protection, and workplace safety laws. Ensuring compliance minimizes legal risks and enhances the practice's reputation and operational stability.

30. Debt Management

Debt management in purchasing a dental practice involves understanding and handling the practice's existing debts. Effective debt management ensures that the practice's financial liabilities are sustainable and that the practice can continue to operate profitably post-purchase.

31. Re-Treatment Obligations

Re-treatment obligations refer to the buyer's responsibility to correct or redo dental work initially performed by the seller but failed or was found deficient after the sale. Addressing re-treatment obligations in the purchase agreement helps protect the buyer from unexpected costs and ensures patient satisfaction and trust in the practice.

32. Work in Progress

Work in progress (WIP) includes ongoing dental treatments that were started before the practice was sold but not completed by the closing date. Handling WIP correctly is important to ensure continuity of care for patients and that both the buyer and seller understand their responsibilities regarding these treatments.

33. Data Privacy and Security

Data privacy and security are critical considerations in a dental practice sale, especially concerning patient records and sensitive information. Ensuring that data is transferred securely and that privacy laws are adhered to is paramount to protect patient information and comply with regulatory requirements.

34. Lease Agreements

Lease agreements for the dental practice's property must be transferred or renegotiated as part of the practice sale. Understanding the lease terms, including duration, costs, and renewal options, is crucial for the buyer to ensure the practice's location stability.

35. Equipment and Inventory List

An equipment and inventory list details all the tangible assets included in the sale of the dental practice. This list helps the buyer understand exactly what they are purchasing a dental practice and ensures that all assets are accounted for during the transfer.

36. Practice Growth Projections

Practice growth projections estimate how the dental practice is expected to expand and evolve financially and operationally. These projections help the buyer assess the potential return on investment and plan for strategic growth.

37. SBA Loan Qualifications

SBA loan qualifications refer to the criteria the buyer must meet to secure a Small Business Administration (SBA) loan, a common financing option for purchasing dental practices. Understanding these qualifications is essential for buyers to prepare their applications and increase their chances of obtaining favorable loan terms.

38. Succession Planning

Succession planning in the context of a dental practice purchase involves preparing for the future transition of the practice's leadership or ownership. Effective succession planning ensures the long-term sustainability of the practice and continuity of care for patients.

39. Consulting Income

Consulting income refers to payments made to the seller post-sale for advisory services provided to the buyer. This arrangement can facilitate a smoother transition by leveraging the seller's experience and knowledge during the initial post-sale period.

40. Holdbacks

Holdbacks are funds or assets the buyer retains at closing to cover potential liabilities or obligations that may arise post-sale, such as unresolved disputes or adjustments. Holdbacks provide financial security to the buyer by ensuring that funds are available to address these contingencies.

Contact a Dental Lawyer With Dental & Medical Counsel for Help With Your Dental Practice Purchase

If you're considering buying or selling a dental practice, you must partner with a dental lawyer to streamline the transaction. At Dental & Medical Counsel, our dental law firm specializes in dental practice transactions and can provide expert advice tailored to your needs. Contact our dental attorney today to ensure your investment is protected and your future success is secured.

Frequently Asked Questions

Q: What are covenants in a dental practice purchase agreement?
A: Covenants are binding legal promises within a dental practice purchase agreement that dictate actions that the parties involved must take or avoid. These often include non-compete agreements to prevent the seller from opening a competing practice nearby, protecting the buyer’s business and patient base.

Q: What does seller financing mean in the context of buying a dental practice?
A: Seller financing occurs when the dental practice seller extends credit to the buyer, effectively acting as the lender. This can be an attractive option for buyers who may not qualify for traditional financing or prefer more flexible payment terms. The arrangement is typically detailed in a promissory note.

Q: How is the purchase price of a dental practice determined?
A: The purchase price is the total amount agreed upon by the buyer and seller for acquiring the dental practice. It is usually determined after a thorough evaluation of the practice, taking into account factors like earnings, market conditions, and assets.

Q: What is the role of market analysis in buying a dental practice?
A: Market analysis involves evaluating local market conditions, competition, demographic trends, and other economic factors that could impact the future performance of the dental practice. This analysis helps buyers make informed decisions.

Q: What are the tax implications of buying or selling a dental practice?
A: Tax implications affect both buyers and sellers in terms of capital gains, deductions, and asset depreciation. The way assets are categorized and valued during the transaction can significantly influence future tax liabilities.

Q: What is meant by legal compliance in a dental practice sale?
A: Legal compliance ensures that the dental practice adheres to all relevant laws, regulations, and healthcare standards. This includes compliance with employment laws, patient privacy regulations, and other healthcare mandates.

Q: How are payment terms typically structured in a dental practice purchase agreement?
A: Payment terms outline how and when the buyer will pay the purchase price to the seller. These terms can include a lump-sum payment at closing or structured payments over a set period.

Q: Why are staff retention strategies important during a dental practice sale?
A: Staff retention strategies aim to keep existing staff motivated and engaged during and after the transition of ownership. Effective retention is crucial for maintaining practice continuity, preserving patient relationships, and stabilizing operations.

Q: What is professional liability insurance, and why is it important in a dental practice purchase?
A: Professional liability insurance protects against malpractice or negligence claims. It’s essential for the buyer to ensure a robust insurance policy is in place to safeguard against potential lawsuits, both before and after the purchase.

Q: How should patient records be handled during a dental practice sale?
A: Patient records must be transferred securely and in compliance with privacy laws. Ensuring the integrity and confidentiality of these records is vital for maintaining continuity of care and legal compliance.

Q: What is the due diligence process in purchasing a dental practice?
A: The due diligence process involves a comprehensive review of the practice’s financial records, legal compliances, and operational workflows. It helps the buyer uncover any hidden issues and assess the overall value and risks of the investment.

Q: What is the significance of the closing date in a dental practice sale?
A: The closing date is when the sale is officially completed, and ownership is transferred from the seller to the buyer. It marks the start of the buyer’s responsibility for the practice’s operations and is when all financial and legal transactions are finalized.

Q: What are non-compete agreements, and why are they included in dental practice purchase agreements?
A: Non-compete agreements prevent the seller from opening a competing practice within a certain area for a specified time. These agreements protect the buyer by preserving the purchased practice’s patient base and value.

Q: What are conditions precedent (contingencies) in a dental practice purchase agreement?
A: Conditions precedent are specific conditions that must be met before the transaction can be finalized, such as securing financing or resolving legal issues. These contingencies protect both parties by ensuring all agreed-upon criteria are satisfied before the sale is completed.

Q: What is involved in the asset valuation process during a dental practice sale?
A: Asset valuation determines the worth of the dental practice’s assets, such as equipment and goodwill. Accurate valuation is crucial for setting a fair purchase price and ensuring the buyer makes a sound investment.

Q: What is a Transition Services Agreement (TSA) in a dental practice purchase?
A: A Transition Services Agreement outlines how the seller will assist the buyer in transitioning the practice post-sale, such as providing training or introducing the buyer to patients. This agreement helps ensure a smooth transition and operational continuity.

Q: What are post-closing adjustments in a dental practice sale?
A: Post-closing adjustments are settlements made after the sale to correct discrepancies in the purchase price based on actual conditions. These adjustments ensure fair value for both parties and address any changes in the practice’s financial status between agreement and closing.

Q: What are representations and warranties in a dental practice purchase agreement?
A: Representations and warranties are assurances provided by both the buyer and seller about the condition of the dental practice at the time of sale. These provide a basis for legal recourse if the information provided is found to be inaccurate.

Q: Why is compliance with healthcare regulations important when buying a dental practice?
A: Compliance with healthcare regulations ensures the practice operates legally and ethically, minimizing legal risks and enhancing the practice's reputation and stability.

About the Author

At Dental & Medical Counsel, we've been instrumental in realizing the practice goals of countless dentists. Whether you're looking to purchase, launch, or sell a dental practice, our expertise is your guide. Beyond the initial stages, we're committed to ensuring your dental practice remains legally compliant.

We provide comprehensive support, including employment law protections, dental contract reviews, and assistance with dental employment agreements. Additionally, we specialize in incorporating dental practices and securing trademarks. And for long-term planning, our services extend to helping dentists with succession and estate planning. Trust us to be your partner in every step of your dental practice journey.

About Ali Oromchian, Esq.

Your Dental Lawyer

Ali Oromchian, JD, LL.M. is the founding attorney of the Dental & Medical Counsel, PC law firm and is renowned for his expertise in legal matters

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.