GDPUK Opinion: Nick Park - Incorporation, My Way.

Nick Park sets out how he decided to incorporate his practice whilst also looking forward to the time when he would wish to retire, or sell the controlling shareholding.
Many dentists in the UK might have done this, or Nick might be the only one. His decision to open up the ownership of the practice may influence others to imitate, and motivate their teams in an original way.




Nick Park has been a practising GDP in Sheffield for 33 years.

Away from dentistry, he is a member of the Royal and Ancient Golf Club of St. Andrews, the game’s governing authority. Since 1986, he has advised the club on the management of sustainable golf courses in many different countries.

Home is in County Kerry, Ireland where gardening and fishing provide relaxation.





On March 1st 2007, after months of careful preparation, my practice was incorporated. Nothing unusual about that – except that my staff bought 20% of the new company.

To be more precise, a dozen long-serving staff – including dentists, therapists, hygienists, receptionists, nurses – paid a total of just £200 between them for a significant minority stake in the new company.

Why? What was in it for me? What was in it for them?

The short answer is this : I believe it was in my own interests to take this step, though I might claim a modest amount of altruism also lay behind the decision.

The long answer is given below:

I am 56 and have been involved in dentistry all my life. My father, an Edinburgh graduate, was a GDP in the NHS from its inception. I watched him flog through the 50s and 60s on a treadmill of extractions, dentures and amalgams - and constant worries about annual DoH rises in dental charges. He never wanted me to go into dentistry and I never regretted doing so, qualifying at Sheffield in 1975. My sister followed on two years later and thoroughly enjoys her orthodontic practice.

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I joined his practice, sited between Sheffield, Rotherham and Barnsley, in 1975. Years later, when I became a VDP trainer, I realised how fortunate I had been. At lunchtime on the first morning he stuck his head round the door and enquired after my well-being. My cheerful response was met with terse words : “ Right. You’ve got your bit of paper – now you can come and learn the job ”.

And I did, over the next decade, before he retired at 60. Shortly after came his fatal coronary. Decades of coalface dentistry had taken their toll and I decided I would live part of my life outside dentistry long before I reached the age of 60. You can always earn more money but you can’t buy more time.

So although I enjoyed the challenge of building up two practices, and the team to run them, I have long had an eye on a sensible “ exit strategy ”. In my case, that has meant winding down clinical activity in my 50s and being prepared to sever all ties with dentistry by the age of 60.

Or so I thought, until the advent of incorporation. The more I considered it, the more it seemed to me that a company structure might allow me to have my cake and eat it. I mused long and hard about it with my accountant, George Manolescue of Dental Business Solutions. In principle, the decision to incorporate in the way I did was entirely my own. But George’s accounting expertise – and the services of a good corporate lawyer – were essential to create the whole package.

Currently, I own 80% of the business. In order to take out some capital over the next three years or so, I can – and will – sell blocks of shares. Ideally, to someone who wishes to take a majority stake in the company. And don’t forget that only means 51%. And that person does not need to buy the whole stake in one go – so long as they have an option to eventually buy majority control, the process can be managed at a rate which is mutually agreeable. ( And any member of the dental team can join the fun, not just dentists ).

At a stroke, gone is the notion that a young person has to borrow a huge lump of money in order to secure his/her future. They may only have to borrow half a lump, or even a quarter of a lump, in order to have a powerful say about how the business moves forward.

And here’s an interesting one: by the age of 60, I do not have to sell all my shares. Unless someone makes me an offer I can’t refuse ( not exactly something you’d worry about ) then it can make perfect sense to retain 10%-20% of the company.

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Why ? Well, what are you going to do with the lump of cash you get from selling all of your shares? Listen to these words of warning :

“ You would be no richer after the sale than now. The ownership of your business already makes you wealthy and soundly invested. A sale would change the form of your wealth, but it wouldn’t change its amount. If you sell, you will have exchanged a valuable asset that you understand for another valuable asset – cash – that will probably be invested in small pieces ( stocks ) of other businesses that you understand less well ”.

Thus writes Warren Buffett, that doyen of investors, to the owners of businesses before he buys them - because he always wants team members to stay on board.

So how about investing in a company you really know? A company whose staff are well-motivated and have a vested interest in seeing the business do well? A company you and they helped to build?

In my case, I simply want to retain a minority stake in the business beyond the age of 60. Younger people must drive it forward, but it will be a good place to invest some cash, and I would hope for a healthy dividend stream/return from my shares. And if the business grows in value, I also share in its capital growth. My shares become more valuable.

Some words about the staff who bought in. The idea of owning a stake in a dental business is new to anyone except GDPs. For staff who are willing to spend much of their life in dental practice, this has always seemed grossly unfair. How do you encourage PCDs to stay with a career in dental practice unless they share in the wealth they help to create? It makes good business sense, not least because recruiting and retaining the right staff is a stressful and expensive game. My virtual gift of 20% of the business to loyal staff may seem overly generous. I believe that time will amply repay such an approach. Their first dividend cheque in November went down quite well.

And what a fillip, when so many practice teams have been utterly demoralised by the bully-boy tactics of the Department of Health and its supporters. Ignorant at best, vindictive at worst, these armchair dentists have tried to enforce a half-baked system on a workforce without even a pretence of collaboration. A classic case of how not to do it. In truth, it is for those at the coalface to create effective new ways by which teams can focus on delivering quality patient care.

What I have done is not for everyone – and time has yet to deliver its verdict. But at least be aware of the possibilities it might bring. And always take the advice of your accountant and solicitor before taking the plunge!

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Mark Preston
Thanks
Thanks for your reply Nick.
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Nick Park
Mark

Goodwill valuation : as I recall,at the time ( Feb 2007 )my accountant valued NHS goodwill at 25% and private goodwill at 75%. No doubt the NHS goodwill would be valued more highly at present!

Taxable perk : Not an issue - but my accountant would have to explain it!

Capital Gains : Yes, there was quite a chunk of CG to pay, at 10%. However, since I sold the business to the new company, there is a balancing loan account sitting on the company balance sheet. I can draw on this tax free until the company has repaid me.

Hope that helps.

Regards, Nick.

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Mark Preston
Incorporation, My Way
Thanks for an interesting read. I wonder if you could shed some light on the following questions which I have.
How much did your company pay for your practice goodwill Nick?
How did you manage to convince the Revenue & Customs that selling 20% of your companies' shares for £200 wasn't a taxable perk, or is there any tax payable by your employees/ associates as a result of this? Finally, do you have any capital gains tax to pay as a result of your incorporation?

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