This is how to buy a dental practice in the UK from first viewing to first day as principal — typically six to twelve months. Here is the whole journey, with the arithmetic at the points where deals are won, lost and overpaid for.
Guide · Updated August 2026
Lenders and sellers' agents take prepared buyers seriously, and preparation is the cheapest advantage available. Before you view anything, know your deposit, have a personal financial statement together, understand your borrowing capacity, and decide roughly what fits: NHS, private or mixed, size, geography, freehold or leasehold. Decide also how many clinical days you will work, because as section 2 shows, that single number moves the price more than anything the broker will tell you.
The sales pack shows adjusted EBITDA — earnings after add-backs, presented as favourably as the broker can manage. The add-backs are usually legitimate in themselves: the principal's drawings, their car, a one-off legal fee. The problem is what the adjusted figure quietly assumes, which is that the dentistry the seller personally did will keep happening at no cost.
The principal personally delivered £250,000 of that fee income. The buyer intends to work three clinical days a week, covering about £90,000 of it themselves. The remaining £160,000 has to be delivered by associates, at a 45% associate rate — a real cost of £72,000 a year that does not appear anywhere in the broker's figure.
Rebuilt EBITDA is therefore £108,000, not £180,000. At the same six times multiple the practice is worth £648,000 — £432,000 less than the asking price. Nothing dishonest has happened; the two figures answer different questions. The broker's number describes the practice under its current owner. Yours describes it under you.
Two follow-ups decide the deal. Will these profits exist when it is you in the chair? and how much of the goodwill walks out with the seller? The gap is normally closed one of three ways: you work more sessions than you wanted to, the price comes down, or part of the consideration is deferred against the earnings actually materialising. Our valuation guide covers the multiples, and the benchmarks guide gives you the staff and lab ratios to test the rest of the profit and loss against.
Offers are normally subject to due diligence and funding. Heads of terms feel informal but set the deal's shape — price, what is included, any deferred element, the seller's ongoing clinical role and the restrictive covenants that stop them opening two streets away. Take advice before signing heads, not after. Renegotiating an agreed term is far harder than negotiating it, because you are now the party asking to change something.
The seller's tax position shapes what they will accept, so it is worth understanding. Business Asset Disposal Relief has been charged at 18% on disposals from 6 April 2026, against a main capital gains tax rate of 24%, with a £1 million lifetime limit. A seller who has already used their limit is much less willing to take deferred consideration than one who has not. Our selling guide works the other side of the table in full.
Buying the company's shares and buying the practice's assets are different transactions with different bills, and the seller's preference is usually the opposite of yours.
Specialist dental lenders compete actively for acquisitions, and dentistry borrows well. A clean, well-presented financial pack materially improves the terms offered, because the lender's credit team is pricing uncertainty and you are removing it.
Budget for the costs that sit on top of the purchase price. On the deal above: £5,500 of stamp duty land tax on the freehold; CQC registration, which for a single-location dental provider runs from £598 a year for one chair to £1,294 for more than six, with 2026/27 fees held at the same level for the seventh consecutive year; legal, surveying and financial due diligence fees; and working capital to cover payroll and lab bills before the practice's own cash cycle catches up. Working capital is the one first-time buyers underestimate, because the NHS payment rhythm does not pause for a change of ownership.
CQC registration in England has to be in place before you can operate — start it early, because it is a common source of completion delay rather than a formality. Then the NHS contract transfer arrangements, payroll moved across, systems live, and the part people underestimate: your first year run on monthly numbers rather than annual ones.
Track three things monthly from day one — cash flow, UDA delivery against the run rate you need (13,080, not 12,000, in the example above), and staff costs as a percentage of fee income. Each of them is recoverable if you see it in month two and expensive if you see it in month eleven.
Deadlines coming up, rule changes that affect dentists, and one number worth checking — once a month, no spam.
Often less than buyers expect. Dentistry is a favoured lending sector and specialist lenders will commonly fund a high proportion of the purchase price for a strong applicant. The real constraint is rarely the deposit — it is serviceability and working capital. A lender is testing whether the rebuilt earnings cover the debt with room to spare, which is why the appraisal in section 2 matters more than the cash you have. Budget separately for the costs that sit outside the price: stamp duty, CQC registration, legal and due diligence fees, and enough working capital to run payroll before the practice's own cash cycle catches up.
Typically six to twelve months from serious search to completion. Once an offer is accepted, due diligence, funding, legals and CQC registration run in parallel rather than in sequence. CQC registration in England is the item that most often sets the completion date, so start it as soon as heads of terms are agreed rather than treating it as a closing formality. NHS contract transfer arrangements add time of their own and vary by commissioner. The parts you control are the financial pack and the speed of your responses to the seller's solicitor; the parts you do not control are worth building float into the plan for.
Rebuilt earnings rather than broker-adjusted ones, costing the seller's own clinical production at what it will cost you to replace. Then UDA delivery and carry-forward against the 96% clawback threshold, urgent care delivery against the obligation introduced in April 2026, fee income analysed by individual clinician, staff and associate cost sustainability, plan income and its attrition rate, lease terms and equipment condition. Every finding should come back with a price implication attached in pounds, not a colour-coded risk rating. Due diligence that tells you a practice is 'medium risk' has not done its job; due diligence that tells you the earnings are £72,000 lighter than advertised has.
They are genuinely different deals. A share purchase costs 0.5% stamp duty — £5,350 on £1,070,000 — but you inherit every liability the company carries, including UDA clawback history and employment claims. An asset purchase leaves most of that with the seller, but attracts stamp duty land tax on any freehold at 2% between £150,001 and £250,000 and 5% above, which is £5,500 on a £320,000 surgery. Neither route gets you corporation tax relief on dental goodwill. Sellers usually prefer a share sale because Business Asset Disposal Relief applies to shares, so the structure is priced, not assumed.
For a dental practice, no. Relief on purchased goodwill has been restricted since 2015 and, since April 2019, is only available at a fixed 6.5% a year where the goodwill is acquired alongside qualifying intellectual property — patents, registered designs, copyright, design rights or plant breeders' rights. A dental practice has none of these, so £750,000 of goodwill produces no deduction at all. Equipment is the opposite: the Annual Investment Allowance relieves up to £1 million of plant and machinery in full in year one, including second-hand assets, so £120,000 of chairs and imaging is worth £30,000 at the 25% corporation tax rate.
A free, no-obligation conversation about your situation — associate, principal, buying or selling. If we can't add value, we'll say so.
One short email a month: deadlines coming up, rule changes that affect dentists, and one number worth checking in your practice. No spam, unsubscribe any time.