While similar in many respects to most business disposals and acquisitions, transactions in respect of dental practices also involve addressing a variety of regulatory matters.
Aside from agreeing on the heads of terms, dealing with legal and property due diligence and of course agreeing upon the terms of the sale purchase agreement, special consideration must be given to the transfer of the NHS Contracts (where applicable). The manner in which these are handled is dependant upon the type of NHS Contract held, for instance, this may be by way of a contract for General Dental Services ("GDS") or for Personal Dental Services ("PDS").
A GDS contract is capable of transfer without the consent of NHS England where the buyer is brought in to the practice as a partner. A seller must notify the National Health Service Commissioning Board specified within the GDS contract and the seller and buyer will also be required to enter into a form of agreement, usually a partnership deed, which will ensure that the buyer is also bound by the terms of the GDS contract. On the other hand, a PDS contract may not be transferred without first seeking consent. There is no set procedure or length of time for seeking consent, nor is it guaranteed that consent will be granted.
Whether or not the transfer of an NHS contract applies to a transaction, consideration must be given to various other aspects which include (but are not limited to):-
- Notifying and seek consent from the Care Quality Commission;
- Apportionments of uncompleted treatments;
- Existing service contracts;
- Obligations arising from the Transfer of Undertakings (Protection of Employment) Regulations;
- Property.
Whether you are buying or selling a dental practice, specialist advice from experienced solicitors is a must. Our corporate team at Ramsdens have a wealth of experience assisting and acting in the sale and purchase of dental practices. For more information or to make an enquiry, please contact a member of our Company and Commercial Law team by email at info@ramsdens.co.uk or call 01484 821 500.”