Buying a dental practice is a complex transaction that requires careful legal guidance. A specialist solicitor is not just a luxury; they are a necessity. Here’s a checklist of legal areas your solicitor should cover to ensure a safe and successful purchase.
1. The Heads of Terms
This is the first legal document prepared. It’s vital that this document accurately reflects the deal you have agreed to. Your solicitor will ensure all key terms, such as the purchase price, exclusivity period, and any specific conditions, are included to avoid future misunderstandings. Heads of Terms are not a legally binding document but they do set out the basis of the deal that has been agreed with the Seller and form a structure for the transaction to move forward.
2. Due Diligence
This is the solicitor’s main task. It involves a detailed investigation into the legal health of the practice. We will investigate:
- The NHS Contract: Is the contract transferable and are there any clawback risks?
- The Premises: Are there any issues with the lease, such as onerous break clauses or unreasonable rent review provisions?
- Employment Matters: Are all staff contracts, including those of associates, compliant with UK law? We will advise you on the Transfer of Undertakings (Protection of Employment) Regulations (TUPE).
- CQC Registration: The transfer of CQC registration is a critical part of the process. We will guide you through the necessary steps to ensure a smooth transition.
- Patient Data: We will ensure patient data transfer is handled in compliance with GDPR.
3. The Share Purchase Agreement (SPA) or Asset Purchase Agreement (APA)
The SPA or APA is the core legal document that sets out the terms of the sale. We will negotiate this on your behalf, ensuring you are fully protected by a robust set of warranties and indemnities.
4. Post-Completion Matters
The work doesn’t stop at completion. We will handle post-sale registrations and notifications, such as informing the CQC, NHS England, and the GDC. In a share acquisition, we will also deal with any directors meetings, share transfers and liaise with accountants regarding the set of accounts which must be prepared following completion.
At Jacobs Legal, our years of experience in the UK dental sector means we know the pitfalls to avoid. Our goal is to protect your interests and make sure you are confident in your new venture.
Contact us for more information