Starting your career as a dental associate with the goal of eventually buying into or fully purchasing the practice is a smart, strategic move—but only if it’s approached the right way. Many dentists assume they can "prove themselves" over time and eventually strike a deal for ownership. Unfortunately, that approach often leaves associates blindsided when the practice is sold to someone else, or worse, when the relationship with the owner breaks down without a clear path forward. If ownership is on your radar, your contract needs to reflect those intentions from the very beginning. A handshake or vague understanding simply isn’t enough.
Clarify Intentions from the Start
Transparency is essential when you're entering a role with long-term plans in mind. Letting the owner know upfront that you're interested in purchasing the practice shows maturity, commitment, and a desire to grow within their business. Ideally, this conversation should happen during your interview or at the very latest while negotiating your contract. The earlier it's addressed, the more seriously your interest will be taken. Some practice owners may not be thinking about selling yet, while others may already be planning their exit. Either way, openly stating your intentions helps align expectations on both sides and creates space for meaningful discussions around ownership, timelines, and succession.
Ask for a Buy-In Clause
Even if the details of the purchase aren’t fully ironed out yet, your employment contract should include a clear clause that outlines the parties' intent to explore a future buy-in or full sale. This clause can provide a framework for entering into good-faith negotiations within a specific period or after certain performance milestones have been reached. It can also state that the owner agrees not to entertain offers from other buyers without giving you the first right of refusal. Without this kind of legal language, there’s nothing preventing the practice from being sold to a third party—even if you've invested years building patient relationships and integrating into the practice.
Determine How the Practice Will Be Valued
Valuing a dental practice is one of the trickiest—and most emotionally charged—parts of any ownership transition. That's why it's so important to decide on a valuation method in advance, while both parties are still in a collaborative mindset. Agreeing on a basic framework in your contract can eliminate guesswork and reduce conflict when it's time to talk numbers. You might agree to use a third-party dental transitions consultant, a multiple of average collections over three years, or a combination of tangible and goodwill valuation methods. Whatever the approach, setting the expectation now helps ensure both sides feel the sale price is fair and rooted in objective criteria.
Establish a Timeline for Ownership Discussions
Even if ownership isn’t expected to happen for a few years, your agreement should provide clarity on when discussions will begin. This might be after one or two years of employment, after you meet certain production benchmarks, or upon completion of specific professional goals. Including a timeline doesn’t just create structure—it also helps you stay motivated and focused, and ensures the owner remains accountable to the conversation. Without it, you may end up in limbo, unsure when—or if—your transition to ownership will ever take place.
Outline the Financial Structure of the Purchase
A future sale can be structured in many different ways: a lump-sum payment, a staged buy-in, seller financing, or a traditional bank loan. While you may not be ready to commit to exact numbers in your initial agreement, your contract should at least include broad parameters for how the sale might be financed. Will you be expected to come in with a 10–20% down payment? Will the seller allow you to buy in gradually over time? Will they remain involved in the business after the sale? These questions matter not just for the financial logistics, but for your peace of mind and planning purposes. Having this information early helps you prepare your finances, start building credit relationships with lenders, and avoid last-minute surprises when it’s time to buy.
Define Roles During the Transition
When a sale finally takes place, there’s often a period of overlap where the associate and selling doctor work side-by-side to ensure a smooth transition. This can be incredibly valuable for the practice, staff, and patients—but only if roles are clearly defined. Will you take over leadership responsibilities immediately, or will the seller continue managing operations for a period of time? Who will have final say on hiring, budgeting, or equipment purchases during the transition? These details may seem far off, but setting expectations in your original contract creates clarity about how leadership will shift when ownership changes hands.
Review Restrictive Covenants Carefully
Restrictive covenants—such as non-compete, non-solicitation, and non-disparagement clauses—are standard in most associate agreements. But when you plan to buy the practice, they take on additional significance. If things don’t go as planned and the deal falls through, you need to understand what restrictions could limit your future opportunities. For example, a non-compete that prevents you from practicing within a 10-mile radius for two years could be devastating if you decide to start your own practice nearby. It’s crucial to review these clauses carefully and negotiate reasonable terms that protect your career while also respecting the owner’s business.
Include a Dispute Resolution Provision
Even with the best intentions, disputes can arise—especially when money and ownership are involved. Including a dispute resolution clause in your initial agreement provides a roadmap for resolving issues if negotiations break down or misunderstandings occur. This may include requiring mediation before litigation, agreeing to binding arbitration, or outlining jurisdiction for any legal proceedings. Establishing these ground rules now can prevent a drawn-out legal battle later and help preserve goodwill between you and the seller.
Work with an Experienced Attorney
Dental associate agreements are already complex, but when you add future ownership plans into the mix, the stakes are even higher. A knowledgeable dental attorney can help ensure that your contract not only protects your current role but also lays the legal groundwork for your long-term goals. From identifying red flags to negotiating terms that support your ownership ambitions, working with legal counsel is one of the best investments you can make in your future as a practice owner.
Contact Dental & Medical Counsel for Help Transitioning from Associate to Owner
At Dental & Medical Counsel, we’ve guided countless dental associates through the legal complexities of transitioning into practice ownership. Whether you’re negotiating your first employment contract or preparing to buy the practice you've grown with, our team is here to protect your interests every step of the way. We’ll help you secure the right language, avoid legal traps, and create a clear path to ownership. Contact us today to speak with our experienced dental attorneys and make sure your future as a practice owner is built on a solid legal foundation.
Frequently Asked Questions
Q: Why should I bring up ownership in my first contract negotiation?
A: Addressing ownership intentions early sets expectations and opens the door for structured planning between you and the practice owner.
Q: What is a buy-in clause, and why is it important?
A: A buy-in clause outlines the intention for you to purchase part or all of the practice in the future. It’s key to preventing misunderstandings or missed opportunities.
Q: Can I include a right of first refusal in my associate contract?
A: Yes. This gives you the chance to match any third-party offers before the practice is sold to someone else, which helps protect your future plans.
Q: When should we agree on how the practice will be valued?
A: Ideally in your original contract. Agreeing early on a valuation method avoids conflict and sets clear expectations for future negotiations.
Q: What are common valuation methods for dental practices?
A: These can include a multiple of collections, fair market value from a third-party appraiser, or a combination of assets and goodwill valuation.
Q: Do I need to know the exact sale terms now?
A: Not necessarily, but you should establish a general structure—like timeline, financing options, and how the price will be determined.
Q: What if the practice owner changes their mind about selling?
A: That’s why it's important to include binding or at least good-faith provisions around ownership discussions and terms in your agreement.
Q: How do restrictive covenants affect future ownership plans?
A: Harsh non-competes or non-solicits can block your ability to practice locally if things fall through. These clauses should be reviewed and negotiated.
Q: What role does dispute resolution play in this type of contract?
A: Dispute resolution clauses help avoid messy litigation and offer a roadmap if conflicts arise, especially around ownership discussions.
Q: Why should I hire a dental-specific attorney?
A: A dental attorney understands the unique structure of practice transitions and can negotiate terms that align with your long-term goals.
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.
.jpg?width=300&height=396&name=Ali%20Website%201_edited%20(1).jpg)
About Ali Oromchian, Esq.
Your Dental 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.
Stay updated with industry news!
