In the second of her series of articles for GDPUK, Hewi Ma of Brabners Solicitors discusses common legal pitfalls in the business of Dentistry.
This is becoming very much the norm for dental practice sales and purchases.
From a seller’s perspective, they want some added assurance that a buyer is committed at the outset. You will be asked to sign a deposit agreement and it’s important that you understand the terms. The usual deposit amount is usually 1-2% and it is usually held by the selling agent or the seller’s solicitor.
It’s really important to check that there are provisions which will enable you to get your money back eg.
Deposit agreements vary – be on the lookout for other terms which might not be in your favour such as a requirement to pay the seller’s legal fees or where a landlord is involved, their fees.
Instructing an experienced solicitor is key as they will know what to look out for. Get in touch with Brabners to see how we can help you!
How long does it take to complete the sale of a practice? I have a holiday coming up and I want to get away!
How long is a piece of string! A transaction will progress as quick as the slowest party. The more parties involved (eg bank either lending money to the buyer or a seller’s mortgage outstanding, private capitation schemes, third party landlord’s etc), the more likely the transaction will take longer.
If the practice has an NHS contract, factor in a month when the parties are waiting for contract variations to be issued. Even where no notice period is stipulated by the NHS (eg where the contract is held in the name of two partners and they are adding the buyer to it), in practice, the NHS still require a month’s notice to put into effect any changes required to an NHS contract.
Also factor in the times required to register with the CQC. If you are registered with the GDC, it’s possible for you to use a DBS check so long as it is not more than 12 months old. In all other cases, you will need to obtain a CQC countersigned, enhanced DBS check which can take up to eight weeks.
You can only submit your CQC application form once you have your DBS check. Once received, the CQC team will process it and let you know whether your application has been validated – approximately 5 days from submission. Be warned! Any missing information or documents will mean the application is returned to you to correct before you submit again for the application to be processed. If the CQC are happy with the information, they will send you confirmation your application has been validated. This doesn’t mean you are registered! Your application will then be passed to the assessment team who may wish to interview you and any other applicants, perform a site visit or ask for any other supporting documents.
Generally, factor in around 12-14 weeks for your application to be processed.
On average, a dental practice sale/purchase will take on average 6 months.
Navigating a dental practice sale or purchase can be a minefield and it’s in nobody’s interest for them to drag along. Ensure your legal team has the experience to handle every aspect of your transaction from negotiating the sale to completing your CQC application.
Our experts at Brabners are here to help you every step of the way. Get in touch with a member of our team for more information.
Congratulations! This is a very exciting time for you!.
The Heads of Terms are effectively the bare bones of the transaction which is then later fleshed out by the transactional documents prepared by your solicitor.
They are commercial terms which are negotiated at the outset but sets the tone of the transaction.
They vary across different types of transactions and look out for key terms such as:
Ultimately, Heads of Terms are of a commercial nature – there is no set rules. It is whatever a seller and buyer are prepared to accept. However, an experienced dental legal specialist will be able to guide you on what is reasonable and generally accepted where a non-specialist will not.
If you have any queries regarding the above article or would like to submit your own question, please contact Hewi Ma at Brabners by:
Tel: 0113 5185072
This article contains a general overview of information only. It does not constitute, and should not be relied upon as, legal advice. You should consult a suitably qualified lawyer on any specific legal problem or matter.
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