Category

Dental

Acuity Law Corporate Healthcare Team Celebrates Successful End to the Tax Year

40 Dental Deals in Q1 2025

Key contact: Jon Lawley

The Corporate Healthcare Team at leading UK law firm Acuity Law is celebrating after completing 40 deals in the dental sector in Q1 of 2025.

The Corporate Healthcare Team’s specialist dental mergers and acquisitions (M&A) division, understood to be the largest dedicated dental M&A team of any UK law firm, finalised the deals for individual and corporate providers covering purchases, sales, investments, restructurings and refinancings.

Q1 coincided with the end of both the NHS year and the tax year which were key drivers in the deal volumes.

Jon Lawley, Partner, Head of the Dental M&A division, said: “The team’s efforts were truly heroic, especially in the period running up to the end of the tax year on 5th April. To complete so many deals in such a short space of time is testament to their level of specialist knowledge and their hard work. Our strength in depth also ensures we can maintain our excellent service levels and advise a broad spectrum of clients on a full range of transactions.”

The busy period for Acuity Law comes at a time when the Corporate Healthcare Team was bolstered by the appointment of Clare Emery as a partner. Clare brings over 20 years of specialist dental legal expertise, advising dental professionals as they buy, sell and restructure their practices.

Acuity Law is an established frontrunner in strategic M&A for care and dental businesses. Core services include M&A, disposals, shareholder arrangements, corporate governance, strategic investments, due diligence and regulation.

Acuity Law’s transactional support for private health and social care clients also includes refinancing, corporate and property acquisition programmes, property development opportunities, fundraising and investments, venture capital deals, disposals and re-organisations.

Jon said: “Through our 360-degree service to health and social care businesses, we are honoured to support our clients as they navigate every stage of the transaction process and are able to draw on the specialist knowledge of our Real Estate, Immigration, Employment, and Commercial & Technology specialists, who form part of our transaction team.”

For help with buying or selling a dental practice, contact our Corporate Healthcare team.

Potential Impact of NHS Dental Services Reform in Wales

Promise and Pitfalls

Key contact: Jon Lawley

The Welsh Government has launched a consultation around its proposed reform of NHS General Dental Services. This envisages a significant shift in the way general dental care is delivered and managed in Wales. Aimed at improving access, quality, and sustainability, the consultation outlines several structural changes. We take a look at the potential impact of NHS Dental Services Reform in Wales.

While the vision for a more patient-centred and preventative model is commendable, the potential impact on NHS dentistry in Wales is complex, with both opportunities and risks.

Positive Impacts
  1. One of the most promising aspects of the reform is its emphasis on quality over quantity. Moving away from the long-criticised Units of Dental Activity (UDA) model, the proposed changes encourage a more holistic and preventive approach to care. This could lead to better long-term oral health outcomes, particularly for underserved communities and high-needs patients.
  1. Improved leave policies, including better parental and sickness leave arrangements, signal a more supportive working environment for dental professionals, with the aim being to enhance job satisfaction and improve staff retention at a time when the profession is under considerable pressure. While critics will point to the fact that the proposed changes were implemented in England 8 years ago, it does at least bring Wales in line with what is offered over the border.
  1. The focus on developing “clusters” of dental practices – encouraging collaboration and shared resources – could also drive innovation and resilience in service delivery. These networks have the potential to reduce duplication, improve efficiency, and foster stronger local planning tailored to community needs.
Concerns

Despite these positives, significant concerns remain about the feasibility and timing of implementation.

  1. Dental professionals are especially critical of the financial model underpinning the reforms. Many practices face the risk of financial penalties under new performance-based targets, which are seen as untested and potentially punitive. Coupled with perceived lack of ‘ownership’ over patient lists through the creation of the Dental Access Portal, this uncertainty could prompt some providers to scale back NHS commitments or leave the public system altogether – exacerbating the existing access crisis.
  1. The consultation follows hot on the heels of the Welsh Government’s recent 6% uplift in funding tied to mandatory reform measures which was viewed by many as inadequate, especially when compared to the 11% increase granted to GPs. Without more substantial financial investment, there is a risk that the proposed contract reform will be seen as cost-cutting in disguise, rather than genuine improvements.
Conclusion

The Welsh Government’s proposals offer a welcome attempt at transforming NHS dentistry into a more patient-focused and sustainable service. However, the practical impact of these reforms will depend heavily on how they are implemented and funded. If concerns from dental professionals go unaddressed, there is a real danger that the reforms may deepen existing problems rather than resolve them.

Constructive dialogue, transparent evaluation, and adaptive policy mechanisms will be essential to ensure these changes lead to lasting, positive outcomes for both patients and providers.

The consultation runs until 19 June 2025 – if you are a general dental professional in Wales be sure to have your say here.

For advice in connection with the impact NHS Dental Services Reform in Wales, or with support in buying or selling a dental practice, contact our Corporate Healthcare team.

Buying or Selling a Dental Practice: Common Questions and Answers

Our dental team addresses key questions you may have when buying or selling a dental practice

Author: Molly Jones

Key contact: Ray Goodman

Buying or selling a dental practice involves a range of legal, financial, and operational considerations. This article addresses common questions about the process, from valuation and financing to legal agreements and timescales. Whether you are looking to sell your practice or purchase one, some of the points below may help answer your questions.

General process and timeline
How long does the entire process of buying/selling a dental practice typically take?

A typical transaction may take around six months, but it can vary. The timeline depends on factors such as the complexity of the transaction and the length of the due diligence process (which entails financial, compliance, employee and property checks to name a few). If there are any complications, such as delays in the Care Quality Commission (CQC) or Healthcare Inspectorate Wales (HIW) registration or financing issues, the transaction may take longer – good preparation prior to the transaction is key.

What will the process involve?

The main elements of the process from a corporate perspective include agreeing the heads of terms and due diligence, the negotiation of the sale agreement and supporting documents, and the disclosure process. From a property perspective, depending on what is required this could involve negotiating a new lease, an assignment of the lease that is already in place or a contract to purchase the freehold. There will also be due diligence conducted on the property element of the transaction.

Are there any significant complexities that can arise during the process?

Some of the potential complexities include information that was not disclosed by the other party during due diligence process, issues arising with employee contracts or TUPE regulations (which govern the transfer of staff on a business and asset purchase), and regulatory or compliance issues with the CQC, HIW or other governing bodies. This is why it is essential that you instruct specialist dental lawyers – and we are here to guide you and support you throughout the entire process.

Regulatory and compliance requirements  
Is CQC/HIW registration required?

Yes, CQC/HIW registration is required to legally operate a dental practice in England and Wales. If you are purchasing a dental practice it is likely that it is already registered with the CQC/HIW and certain notifications and/or applications will need to be made. This is particularly important where the target dental practice operates an NHS contract, where a separate CQC/HIW registration may be required.

How long does CQC/HIW registration take?

The CQC/HIW registration process typically takes several months. This process involves submitting an application, providing details about your qualifications, business structure, and meeting all relevant health and safety standards. Delays can happen if there are issues with the application or if the practice does not meet CQC/HIW standards. On some occasions interviews may be carried out.

Financing the purchase
What financing options are available for purchasing a dental practice, and how do they affect the legal process?

Common financing options include bank loans, SIPP and personal savings. Some buyers may use a combination of financing methods, depending on their financial situation. If you plan to borrow money, you may need to work with a lender to secure a loan.

If you are considering buying or selling a dental practice, our expert team is here to guide you every step of the way. With in-depth knowledge and personalised support, we’ll ensure a seamless and successful transaction. Contact us today to discuss how we can assist you in achieving your goals.

Lessons for Dental Practice Owners from Ter-Berg v Malde & Anor

The Importance of Employment Contracts

Author: Ben Edwards

Key contact: Juliette Franklin

In this article, we’ll examine the importance of employment contracts and draw out lessons for dental practice owners from Ter-Berg v Malde & Anor. We’ll also provide practical tips for dental practice owners to consider when managing employment contracts.

In the case of Ter-Berg v Malde & Anor [2025] EAT 23, the Employment Appeal Tribunal (EAT) delivered a significant judgment concerning the employment status of a dentist. The case has important implications for dental practice owners, particularly regarding the classification of workers and the legal risks involved in employment contracts.

Case summary: Ter-Berg v Malde & Anor

Having sold his dental business to Simply Smile Manor House Ltd in April 2013, Dr. Mark Ter-Berg entered into an “Associate Agreement”, which provided that “nothing in this agreement shall constitute a contract of employment”. Dr. Ter-Berg accepted that when he was initially engaged by SSMH Ltd, the parties’ intentions were that he would not be an employee. However, Dr. Ter-Berg argued that by the time of the termination of the relationship, his status had changed to that of an employee as defined in section 230(1) of the Employment Rights Act 1996 (ERA) or, alternatively, a worker as defined in section 230(3) ERA. As such, Dr. Ter-Berg brought employment tribunal proceedings against SSMH Ltd and both directors in November 2018.

The Employment Tribunal (Tribunal) initially held that Dr. Ter-Berg was not an employee, primarily because it considered the substitution clause, which allowed Dr. Ter-Berg to provide a substitute only after 20 days of illness, was inconsistent with employment status. The Tribunal also applied a rigid interpretation of mutuality of obligation, concluding there was insufficient evidence to establish an employment relationship.

Dr. Ter-Berg appealed the Tribunal’s decision, and the EAT found errors in the Tribunal’s analysis. The EAT concluded that the Tribunal had misinterpreted the substitution clause, which was not as flexible as initially believed. Despite the EAT finding that Dr. Ter-Berg was not an employee as it considered that the “irreducible minimum” test was not met, the EAT confirmed that the Tribunal was incorrect in automatically precluding the conclusion that Dr. Ter-Berg was a worker. As no other contradiction of personal service was identified in the facts of the case, the Tribunal should have concluded that the personal service element of the definition of a worker was met in this case.

Key lessons for dental practice owners

This case offers important lessons for dental practice owners, particularly in relation to worker classification and contract drafting. Here are some practical tips to ensure compliance and avoid costly legal disputes:

1. Understand the importance of employment status

In the UK, the distinction between employees, workers, and independent contractors is crucial, as each category comes with different legal rights and obligations. In Ter-Berg v Malde & Anor, the dispute arose over whether Dr. Ter-Berg was a worker or an independent contractor. The distinction can affect pay, benefits, tax obligations, and employment protections, so it’s essential to clearly define the relationship in the contract.

Acuity top tip

Carefully consider the nature of your working relationships. If you want a dentist to be classified as an independent contractor, make sure not only that the contract appropriately reflects this, but also ensure that, in practice, you treat your independent contractors consistently with the terms of their contract and in accordance with those terms that apply to independent contractors (e.g., providing their own tools and having the freedom to work for others). In short, do not create a situation whereby the contract says one thing, but you do another.

2. Review substitution clauses carefully

In this case, the Tribunal placed significant emphasis on the substitution clause in Dr. Ter-Berg’s contract. A substitution clause allows workers to send a replacement if they are unable to perform the duties due to illness or other reasons. However, the Tribunal misinterpreted the clause’s flexibility, affecting its interpretation of the working relationship.

Acuity top tip

When drafting contracts, ensure substitution clauses are clearly worded and aligned with the nature of the work relationship. Be aware that a substitution clause can influence whether someone is considered a worker or an independent contractor. If a substitution option exists, ensure it is realistic and consistent with the practice’s operational needs.

3. Examine mutuality of obligation

Mutuality of obligation refers to the understanding that one party (the employer) is required to provide work, and the other party (the worker) is required to carry out the work. In this case, the Tribunal failed to properly analyse the mutuality of obligation between Dr. Ter-Berg and the practice. This concept is critical in determining whether there is a formal employment relationship.

Acuity top tip

Carefully evaluate mutuality of obligation in your practice. If you are offering work with no guarantee of future shifts or duties and no expectation to undertake the work if it is offered, it could suggest an independent contractor relationship rather than an employment relationship. However, if there is a regular expectation that work will be provided, and, if offered, that the individual will undertake it, it may indicate the person is in reality an employee or worker. Make sure to address mutuality of obligation in your contracts and practices.

4. Consider all relevant circumstances

The EAT emphasised that tribunals should not rely solely on written contracts when determining employment status. All the circumstances surrounding the relationship, such as the actual nature of the working relationship, the level of control, and the degree of integration into the practice, should be considered.

Acuity top tip

Look beyond the contract. Ensure that the actual working practices align with the classification of employment. If you are treating someone as a contractor, ensure that their work arrangement reflects the freedom and independence that contractors usually enjoy, such as the ability to refuse work or work for other practices.

5. Get professional legal advice

Given the complexities involved in employment law, it is always wise for dental practice owners to seek professional legal advice when drafting contracts or managing staff. Employment law is constantly evolving, and staying compliant can prevent costly disputes and potential claims.

Acuity top tip

Consult with employment law experts to ensure your contracts and practices align with current regulations and case law. Regularly update contracts and policies to reflect changes in the law and to ensure clear, enforceable terms. Be aware that it is not a case of “one size fits all”; contracts should be tailored to the individual circumstance and be kept under review to ensure that any developments in the law are adequately and appropriately incorporated.

Conclusion

The main lessons for dental practice Owners from Ter-Berg v Malde & Anor include a reminder about the importance of clear contracts – and the need to consider all relevant factors and circumstances beyond the written contract to determine employment status. By understanding the nuances of employment relationships and carefully drafting contracts, dental practice owners can reduce legal risks and create a more transparent and fair working environment for their staff.

We at Acuity Law have a dedicated dental team, supported by our specialist employment lawyers. We can assist you with any concerns or queries you may have in respect of the status of your staff. Feel free to reach out to our Healthcare team for more information.

Key Changes to the Policy Book for Dental Services in 2023: What You Need to Know

Key Changes to the Policy Book for Dental Services in 2023: What You Need to Know

Authors: David Williams and Kerly Chacon

Key Contact: Jon Lawley

This year has seen some major revisions to The Policy Book for Dental Services (first published in 2018), which provides essential guidance on how to manage NHS dental contracts to NHS England and Integrated Care Boards.

Our Acuity Law Corporate Healthcare Team has reviewed and summarised the most noteworthy changes.

Key Performance Indicators (KPIs)

General dental services (GDS) contracts may now include KPIs. As it currently stands, the policy book lacks detailed information on how KPIs will differ from the current UDA or UOA targets in practice, but as Personal Dental Services (PDS) contracts already contain KPIs for NHS service delivery, KPIs may function similarly in GDS contracts.

We will provide further updates as more information is released. 

Procurement of Contracts

NHS Provider Selection Regime for PDF contracts: from 1 January 2024, the NHS Provider Selection Regime will take effect for PDS contracts. This aims to streamline the procurement process for PDS contracts with existing contractors or those where the most suitable contractor has been identified.

Changes to management of NHS contracts: if an NHS Contract is novated to a corporate dental body, the contract must now contain a change of control clause. This will require the consent of the NHS where there a change in ownership, with such consent not to be unreasonably withheld or delayed. This was previously recommended but only haphazardly followed. This will be particularly important for buyers who are purchasing shares in other dental companies.

Note: A novation of the NHS contract is different to a variation and has the effect of ending the contractual relationship between the original contractor and the NHS and creating a new contractual relationship between the new contractor and the NHS. From a procurement perspective, this counts as awarding a new contract.

Occupational Health (OH) Services

Commissioners now have a degree of responsibility for the occupational health of the employees of contractors. The updated policy book requires commissioners to consider the impact of work on staff health and make sure staff are fit to undertake the role they are employed to do (both physically and emotionally). Although contract holders, as employers, are responsible for funding this, commissioners should provide a degree of oversight and potentially take a more proactive approach. OH assessments required for all staff include:

  • specialist support for managing staff with Blood Borne Viruses;
  • urgent and longer-term advice to all staff working in primary care settings on exposure to potential Blood Borne Viruses; and
  • consistent and efficient access to OH services for primary care staff.

24-Hour Retirement

Contractors can now opt for “partial retirement” if they are part of the 2008 or 2015 Schemes, allowing a 10% reduction in commitment to the NHS without retiring from the entire NHS Contract.

If you are a “single handler” practitioner (you have only one NHS Contract), you will no longer be required to give up the whole NHS Contract. Previously, this could have led to loss of some NHS benefits.

The scheme applies to dental practitioners with both GDS and PDS contracts.

24-hour retirement can be a complex and confusing area for practitioners. We offer a 24-hour retirement service – please contact our Acuity Corporate Healthcare team for more information.

Partial Sub-Contracting of NHS Contracts

Sub-contracting is usually permitted by NHS Contracts, provided that certain conditions are satisfied (for example, the sub-contractor having suitable insurance and that contracted activity is maintained). Clarification on this means that a contractor can now also sub-contract just part of their NHS contract. This will allow contractors to sub-contract a certain percentage of their UDAs to another party. Further clarification sets out that although NHS services may be sub-contracted, the contractual relationship remains between the contractor and the NHS. The NHS will consider whether sub-contracting is reasonable in all relevant circumstances and, if it considers it is not, will open a dialogue with the contract holder.

Updating the Practice’s NHS.UK Website

As a dental contractor, practice owners must ensure to either update or verify the practice’s NHS.UK prolife at least once every 90 days to avoid a potential contractual breach. This includes information about whether you are accepting new patients. As a dental contractor you must update your profile routinely, as a the NHS.UK website is a first point of call for patients seeking an NHS dental practice in their area.

Contract Re-Basing

Contract holders are now clearly entitled to request a change to either their annual NHS contract value or their required activity. Where a contract holder achieves 96% or less of their contracted UDAs over the previous three financial years, the NHS and the contract holder will work together to agree a mutual reduction – this has been named “recurrent re-basing”. The updated policy book outlines the considerations that the NHS will consider as part of this re-basing.

These are just some (but certainly not all) of the key updates brought about by the new policy book. If you have any questions or want to discuss further with a member of the Acuity Healthcare Team, please contact us.

Can Dentists Charge “Top-Up” Fees For NHS Treatments? The General Dental Council v Williams Explained

Can Dentists Charge “Top-Up” Fees For NHS Treatments? The General Dental Council v Williams Explained

Key Contact: Jon Lawley

Author: Joe Smith

When the Court of Appeal handed down a judgment that dentist Lucy Williams was allowed to charge a top-up fee for a better-looking crown than could have been provided on an NHS-only treatment, it challenged an accepted principle of NHS Dentistry.

The General Dental Council (GDC) had long considered that the mingling of NHS and private treatment by offering a privately funded “top up” to patients for single NHS treatments was prohibited under the The National Health Service (General Dental Services Contracts) Regulations 2005 (the Regulations).

However, on 5 May 2023, that all changed. In a landmark ruling, the Court of Appeal rejected the GDC’s argument that combining NHS and private work on a single tooth was not permitted.

For Williams, the ruling had personal significance. She had been erased from the GDC register after a conduct committee previously found that she had acted dishonestly by breaking what it considered to be a fundamental tenet of NHS dentistry. The Court of Appeal, however, held that regardless of how the Regulations were interpreted, the finding of dishonesty should never have been made – and should therefore be quashed.

In 2018, Williams saw three patients for crown treatments. She offered each a porcelain-bonded crown on the NHS but advised that a better-looking ceramic crown could be provided for an additional private fee.

The GDCs established position was that the overriding principle behind the Regulations was to ensure that treatment provided under an NHS contract is free, and that mixing fees was contrary to this principle. The Court rejected this argument on the basis that the ceramic crowns in question are often preferred by a patients for aesthetic reasons, but it is difficult for a dentist to justify their use over any other type of crown for health reasons alone. The GDC conceded that, under its interpretation of the Regulations, a patient who wants a ceramic crown that cannot be justified on medical grounds would have to pay privately for the full cost of it, whereas a patient who is happy with a porcelain crown would pay nothing.

The impact of the ruling

The Court recognised that its decision would have implications for other GDC cases concerning top-up fees:

“It must not be forgotten that these are not simply unclear Regulations concerned with what a dentist can and cannot be paid, but unclear Regulations which have been used as a basis for professional misconduct hearings and, as in this case, findings of dishonesty which led to erasure”, wrote Lord Justice Coulson.

The extent to which this interpretation of the Regulations will have implications for historic fitness-to-practice cases which have hinged upon blending NHS and private treatment remains to be seen. The British Dental Association has remarked that the GDC will need to reflect on this issue on its interpretation of mixed fees under NHS contracts.

As the GDC is yet to respond in detail to the judgment or indicate its acceptance of it, it is difficult to assess the potential scope or impact of the judgment. Until it indicates next steps, dentists should refrain from, or remain cautious about mixing NHS and private services.

Concerned about this issue, or any other dental regulatory matters? Contact our specialist Acuity dental lawyers.

The Aspects Of Buying Or Selling A Dental Practice You Need To Understand

The Aspects Of Buying Or Selling A Dental Practice You Need To Understand

Author: Lareab Mahmood

Key Contact: John Grant

Planning to buy or sell a dental practice can be a daunting experience. With so much at stake, it is important to understand the key aspects involved in a dental transaction. From the legal elements to the financial considerations, there are some key areas to consider.

Legal considerations

There are a number of legal matters to consider when buying or selling a dental practice. These include items such as such as contracts, share purchase agreements, due diligence and regulatory compliance. It is essential that the buyer is properly advised on all legal aspects of the purchase to ensure that they are fully aware of the position and legally protected. Likewise, the seller should also seek legal advice to ensure that their rights and interests are protected.

Financial considerations

The financial elements of a dental practice transaction should not be taken lightly. For a buyer, it is important to understand how much they are willing to spend on the purchase and secure the necessary financing. For sellers, it is important to ensure that the sale price meets the true market value and the terms of the sale are agreeable. It is also crucial that both parties engage specialist dental accountants in order to structure the transaction to be tax efficient, ensuring that it is more financially viable and streamlined.

For buyers, it is crucial to note that that you will incur costs for additional expenses on top of professional fees. These include property searches such as local authority search, water and drainage search, environmental searches, chancel repair searches and many more. It is important to conduct these, as they can help a potential buyer understand the current and potential risks associated with the property. The searches can reveal matters that may impact the purchase, such as legal encumbrances, environmental concerns and planning/building concerns. Knowing this information can help the buyer make an informed decision when it comes to purchasing the property. 

Transition considerations

When buying or selling a dental practice, it is important to consider the transfer of patients, staff, equipment and assets. The transition should be as easy and seamless as possible to ensure that third parties are not detrimentally impacted. The buyer should plan how they are going to manage the practice after completion of the transaction, and the seller should ensure that they have a plan in place (such as staying on at the practice for a short term), so that the transition goes as smoothly as possible.

Why is due diligence important?

Due diligence is an essential part of any transaction to ensure that all parties involved are making informed decisions and are aware of any potential risks or consequences associated with the deal. The process helps to identify any areas of concern that could cause complications, such as financial or compliance issues, or any potential threats of litigation.

It is important for buyers to be aware of any potential risks that may arise before the transaction completes. Additionally, due diligence can help protect the seller by providing a detailed overview of the financial assets and liabilities of the transaction and the parties involved. If any risks or liabilities are uncovered, the parties can take action to minimise or eliminate such risks prior to completion.

In essence, due diligence is vital to ensure all parties have a detailed understanding of the transaction they are proposing to enter into.

Some of the key areas that both the seller and buyer should cover in the due diligence exercise are as follows:

Property:

  • Is it owned or occupied?
  • Does it have the appropriate planning consent to be used as a dental practice?

Equipment

  • Inventory to be requested, including assets of dental equipment and details of maintenance. For example, dental chairs, autoclaves and x-ray machines

Insurance

  • Copies of all insurance certificates, including building, employer’s liability and public liability

Contracts

  • Copies of all commercial contracts, such as third-party supplier contracts – for example, a contract for the disposal of clinical waste.
  • Employees and associates’ contracts. These should outline details of salaries, years of service and working hours. For associates, they should also include confirmation of self-employed status.

CQC

  • Registrations details and inspection reports

Knowing what to look for and how to prepare eases the path of a sale or purchase and help avoid any unpleasant surprises. By following these key aspects, you can ensure a successful transaction.

If you have any questions about legal issues surrounding the sale or purchase of a transaction, contact our experts here.

Six Essential Points to Consider When Incorporating Your Dental Practice

Six Essential Points to Consider When Incorporating Your Dental Practice

Key contact: Jon Lawley

Author: Daniela Dimitrova

Our Acuity Law Corporate Dental experts outline the most important factors to plan for when incorporating your dental practice.

Since the 2006 reforms to The Dentists Act, dentists have been able to incorporate their dental practices and trade as a limited company – enjoying potential tax benefits as a result. However, if you are thinking of incorporating your dental practice, there are six key areas to consider.

  1. Do you provide NHS treatment?
    If you are currently delivering NHS treatment as an individual or partnership under an NHS Contract, it is important to understand that there is no automatic right to transfer your NHS Contract to a new limited company. You will need to submit an incorporation application to the relevant bodies of the NHS and your prospects of success will be largely dependent on the quality of your application.

  2. CQC (Care Quality Commission) Registration
    The new entity will become the provider of dental services, and so you will need to register the limited company with the CQC. You will also need to register yourself (or someone else involved with the dental practice and the limited company) as the Registered Manager and Nominated Individual. Finally, you will also need to submit an application to cancel your existing CQC registration. The CQC application process can take many months to conclude – and so it is important to start this process as early as possible.

  3. Transfer of Assets
    When you incorporate your dental practice, you are essentially selling all the assets of the dental practice to your new limited company. It is vital that this sale is documented in a comprehensive agreement that sets out which assets are to be transferred, the price and method of payment (such as a director’s loan or bank re-finance), and the date that this took place. You may need to produce evidence of the incorporation in the future, and it is therefore vital that this is well documented and has been prepared with the help of your accountant and legal adviser.

  4. Staff
    The employment of your current workforce will transfer to the limited company under the TUPE Regulations, and so you must discharge all your obligations under these regulations in respect of the transfer. You should also ensure that any self-employed clinicians sign new terms of engagement with the limited company. Failure to do so could have catastrophic implications for yourself and the clinicians, not only in respect of any dispute that could arise in the future, but also by creating barriers for your clinicians to validly claim their superannuation pension payments.

  5. Property
    The property element of the incorporation will depend on the current set-up and how you wish to be organised afterwards. For example, if you currently lease the premises then you may wish to assign the lease to the limited company – and you will probably require the landlord’s consent to do so. Alternatively, if you own the freehold, you may decide to either transfer the freehold to the limited company or grant a lease of the premises to your limited company and receive a rent income. You may even wish to hold the property via a separate limited company and grant a lease of the premises to the trading company. Your accountant will be able to advise on what is most tax efficient for you and your legal adviser will assist with any structure that you choose.

  6. Re-financing
    You may have an outstanding loan with a lender that is secured against the property (and other assets). This means that before you can transfer the property you will be required to settle the outstanding loan or obtain the bank’s consent to the transfer or grant of a new lease. The bank’s consent to relinquish its security may also come in the form of a transfer of the loan facility to the limited company, or a re-finance of the outstanding loan with the limited company becoming the new borrower. Your accountant should be able to advise the best course of action and it is recommended that you liaise with the bank early on to avoid any potential delays to your incorporation.

With so many variables at play, it is crucial that you seek professional advice when you are considering altering the structure of your business. By engaging an experienced dental lawyer, you can identify the pitfalls and stumbling blocks and determine whether it is the right option for you and your business.

Contact Acuity Law today for an initial consultation to discuss your individual needs for incorporating your dental practice.

Spotlight On… Beverley Jones

Spotlight On… Beverley Jones

Meet Acuity Law Corporate Healthcare partner Beverley Jones

Acuity Law Corporate partner Beverley Jones has had a longstanding interest in healthcare-related matters… although her initial attraction was towards a very different corner of the field.

“I originally wanted to be a vet, funnily enough,” she recalls.

“And then, during my Law degree, I enjoyed the philosophical debates and ethical challenges around medical negligence.”

When Beverley found her home in M&A as a corporate transactional lawyer, she seized the opportunity to build a practice combining her passion for both law and healthcare, in particular, nurturing her client base of care home operators.

“When you’re working for clients in that field, you feel you’re doing something that has a greater purpose, as ultimately the clients are delivering a service for the benefit of people who perhaps have additional needs that should be supported,” she says.

“Everybody had their eyes opened during COVID in terms of the work that the care sector does and how important that work is. We recognise that there are just some things you can’t do without, and health and social care is one of those things, particularly for people who are unable to be entirely independent or fully look after themselves.”

Over the 20 years she has been advising care home operators, Beverley has seen her clients grow to become national organisations and leaders in their field, just as Acuity has evolved from a small Cardiff-based firm to a national and flourishing firm in the sector. She observes that the challenges facing today’s care providers tend to be operational rather than legal, as care home operators grapple with funding constraints and recruiting and retaining staff with limited budgets whilst also facing significant increases in operational costs.

“The fact that we are their lawyers of choice, particularly for their transactional work as they seek to grow and develop their businesses, is a testament to the relationships that we’re able to build with our clients over a long period of time. When you work with clients regularly, you understand their needs and objectives, where their red lines are and what their views are on key issues. That way, you can take some of the burden away from them in terms of the way you approach the transaction and deal negotiations,” she explains.

Beverley, along with the rest of the Acuity Corporate Healthcare team, is proud to be attending tomorrow’s HealthInvestor Awards, and to be associated with the calibre of care organisations operating on a national level that we see nominated.

Find out more about Beverley Jones and our Corporate Healthcare team.

Buying The Shares Of A Dental Company – What’s Property Got To Do With It?

Buying The Shares Of A Dental Company – What’s Property Got To Do With It?

Author: Humaira Ashraf

Key Contact: Nataleigh Crebbin

The importance of due diligence

When you are looking to purchase the entire share capital of a company, you will be buying everything that the company owns, including any property.

The company you are purchasing operates from a property and this is factored into the value of the enterprise. Understandably, however, a buyer’s focus will be on the business and financial due diligence – and it is all too easy to forget about the importance of this property.

Yet the property is likely to be the company’s most tangible asset and, if you need financial assistance to purchase the shares, it is likely that some (or all) of the lender’s security will be charged against it. All lenders will therefore require full property due diligence to be carried out.

What is property due diligence?

Property due diligence is the investigation a buyer will carry out prior to purchasing a property. It can include raising standard enquiries from the seller, carrying out searches to establish any liabilities, or instructing a surveyor to establish the condition of the property. It is the responsibility of the buyer to ensure they are not left with a property that turns out to be a costly liability by conducting due diligence.

Searches and Enquiries

Enquiries with the Land Registry are essential to confirm that the buyer is acquiring the property with good title and without any restrictions on how it can be used. Other common searches include:

  1. Local search – this will reveal any land charges that may be registered with the local authority or any planning permissions, including whether the business has consent to use the property as a dental practice. It will also reveal if there are any notices served by the local authority
  2. Drainage search – this will reveal whether the property is connected to a mains water supply and maintained by the local water authority, and whether there are any public drains or sewers running within the boundary
  3. Chancel repair liability search – this will reveal whether the property is within the vicinity of a church, and therefore liable for any potential repairs. While this practice dates back hundreds of years, it can still be enforced – and can be costly. If a liability is revealed, suitable insurance can be put in place to protect a buyer from completion
  4. Environmental search – this search gives details of whether past uses of the property and the land within its locality are likely to have caused any contamination. It also reveals whether the property is at risk of flooding or subsidence, along with information on energy and infrastructure nearby.

Other searches may be recommended depending on the area the property is in – for example, a coal search for a property located above a historic coal mine.

As part of the property due diligence, Commercial Property Standard Enquiries (CPSE1) should be requested from the seller. The CPSE1 replies and subsequent responses to any specific enquiries can reveal valuable information about the property, including whether the seller is complying with their statutory obligations in relation to it. These can include having an up-to-date fire risk assessment, asbestos survey and electrical and gas reports. The buyer has the opportunity to query any adverse disclosures and ask the seller to take any necessary actions before proceeding with the purchase, thereby avoiding what can be significant expense.

Bank funding

If bank funding is required to aid in the purchase of the shares, the bank will want assurances that the property title is good and marketable, requiring a clear certificate of title from the seller’s solicitor as proof. Ultimately, the bank needs to be satisfied that if the property is sold it will sell for its full value, and this can only be established by thorough due diligence.

Conclusion

Detailed and comprehensive property due diligence allows a buyer to gather vital information about the property they wish to purchase, and to deal with any property-related issues before completing. It is an integral part of any share purchase transaction.

For more information, contact Nataleigh Crebbin in our Corporate Healthcare team, at nataleigh.crebbin@acuitylaw.com

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