Most first-time dental practice buyers approach due diligence the wrong way around. They find a practice they like, fall in love with the building, instruct a solicitor on the legal side, and treat the financial side as an afterthought. Then six months in they discover the previous owner was charging personal expenses through the business, the NHS contract value is being renegotiated by the commissioner, or the senior associate they assumed they were inheriting is leaving.
This guide is the financial-side playbook. It walks through what data to request from the seller, how to normalise EBITDA before the buyer's lender does, the NHS contract risks specific to dental, the associate agreement red flags that hide the real practice economics, and the tax structures that work for first-time owners vs experienced multi-site acquirers.
The data request: what to ask for, and why
Your first due diligence request to the seller (or their adviser) should ask for a specific list of documents. If they can produce them within two weeks, the practice is being sold well. If they can't or won't, that's a signal in itself.
The accounts
- Three consecutive years of full statutory accounts (if the practice is a limited company) or self-assessment-grade trading accounts (if sole trader or partnership)
- Latest management accounts year-to-date — this matters because the gap between the last filed accounts and today could be 12+ months
- Fixed asset register with acquisition date, original cost, and depreciation policy for each item
- List of any one-off items in each year (equipment refresh, premises spend, goodwill amortisation from a previous buy-out, etc.)
- Aged debtor list (who owes the practice money and how old it is)
- Bank statements for the most recent 12 months
NHS contract documentation
- The full original contract, including any subsequent variation letters
- The most recent UDA reconciliation (showing actual delivery vs annual target)
- Year-to-date UDA delivery against the proportionate target
- Any commissioner correspondence about under-performance, clawback, contract restructuring, or commissioning area changes
- The CQC registration documentation and most recent inspection report
Staff and clinician information
- Payroll summary by individual for each of the last three years
- Associate agreements (current and recent past) including fee splits and notice periods
- Hygienist and therapist contracts (employed or self-employed, GDC registration, scope of practice)
- Practice manager and senior nurse contracts
- Any restrictive covenant or non-compete arrangements with the seller
Premises and equipment
- Lease or freehold documents
- Planning consent for use (D1/E-class generally, but verify for the specific premises)
- Equipment inventory with age, last service date, and remaining useful life
- Recent radiation report (HSE Ionising Radiation Regulations 2017 compliance)
- Recent service records for the X-ray, compressors, autoclaves, and any specialist equipment
EBITDA normalisation: do it before the buyer's lender does
Sellers almost always present their accounts at face value or with light normalisation. Buyers (and their lenders) normalise more aggressively. The realistic post-acquisition profit is somewhere between the two.
Common normalisation adjustments:
Principal drawings replaced by market-rate principal cost
If the seller-principal has been drawing £180,000/year as combined salary and dividend in a practice that would need a £130,000-£140,000 principal to run it as an associate-led business, the EBITDA is overstated by the £40,000-£50,000 difference. The realistic post-acquisition position assumes a market-rate principal cost; what's left over is the EBITDA available to the buyer.
Spouse salary adjusted to market rate
If the seller's spouse is on the payroll at £45,000/year for a role that would cost £25,000 at market rate, the £20,000 difference is a normalisation add-back. (HMRC also disallows non-market spouse pay for tax purposes, so this isn't just a buyer's view.)
One-off items stripped out
Equipment refresh, premises buy-out costs, COVID restart spend, one-off legal costs, exceptional bonuses — anything that won't recur for the buyer should be added back. Equally, anything the seller hasn't been spending that the buyer will need to spend (e.g., the equipment is overdue for replacement and the buyer will face that cost in year one) should be subtracted.
Goodwill amortisation from previous acquisitions
If the seller acquired the practice (or a portion of it) themselves and has been amortising the goodwill, that amortisation is a non-cash expense in the accounts. Strip it out — the buyer's goodwill purchase will have its own amortisation profile.
Personal expenses through the business
Examine the P&L for items that look like personal spending: vehicle costs out of proportion to business use, subscriptions to services with no clear business purpose, professional fees that read as personal financial planning, family-related entertainment. Add them back. This is one of the most common normalisation areas and it's also the area where the seller may push back hardest.
Rent normalisation if the principal owns the premises personally
If the seller owns the practice premises personally and either charges below-market rent or charges no rent at all to the practice, the buyer will face a real rent cost going forward (either to the seller, who'll then become landlord, or because the buyer will buy the premises too). Normalise the P&L to include a market-rate rent.
NHS contract risk in due diligence
The NHS contract is typically the largest single line on the P&L and the single largest risk in a dental practice acquisition. Specific risks to dig into:
Contract value vs national average
Per our NHS Contract Essentials guide, individual contract UDA values vary widely. A practice with a £180,000 contract on 6,000 UDAs has a £30/UDA value — at the higher end. A practice with a £180,000 contract on 8,000 UDAs has a £22.50/UDA value — at the lower end. Two practices with the same nominal contract value can have very different clinical workloads. Always look at the per-UDA value.
Year-to-date UDA delivery
If the practice is mid-year and is significantly behind on UDA delivery, the buyer is likely to inherit a year-end clawback issue. Either the seller agrees to take responsibility for it (with completion accounts adjustment) or the price reflects it.
Commissioner conduct
Some commissioning teams use the sale as a trigger to renegotiate contract terms. Pre-completion conversation with the commissioner is the only way to know whether this is a risk for the specific contract. The buyer's solicitor or accountant typically initiates this contact alongside the formal novation application.
Contract reform exposure
NHS dental contract reform has been on the policy agenda for years. The realistic baseline is that the UDA mechanism continues through 2025/26 with incremental reform, but a buyer who's paying a premium for the contract should understand the buyer's downside scenario: what does the deal economics look like if reform reduces per-UDA value by 5%? By 10%?
Associate agreement red flags
Associates are usually the second-largest cost on a dental practice P&L (after the principal). The structure of their agreements directly affects the deal economics.
Above-market fee splits
If the seller has been paying associates a 50% split when 45% is the market norm for the practice type, the buyer either inherits the higher split (eroding margin) or has to renegotiate downward (risking associate departures). Neither outcome is free.
Long notice periods on retiring associates
If the senior associate has a 12-month notice period and is rumoured to be retiring soon, the buyer might lose a significant portion of practice revenue inside year one. Pre-completion conversations with associates (with the seller's consent) are sometimes necessary.
Restrictive covenant gaps
If associates have no restrictive covenant or only a weak one, an associate could leave post-completion and set up a competing practice nearby, taking patients with them. This is a real risk for high-private-mix practices.
Tax-status risk on associate agreements
If the practice has been treating associates as self-employed but the working arrangement looks more like employment (control, no substitution rights, MOO, etc.), the buyer could inherit a historical HMRC liability. The DD should include a status review of each associate agreement and a defensible status determination going forward.
Tax structure decisions before you offer
The structure for the acquisition affects the deal economics. The decisions to make pre-offer:
Asset sale vs share sale
Most UK dental sales settle as asset sales. Cleaner for the buyer (no hidden liability transfer). The seller's preference is sometimes for a share sale (the seller's company carries on as a holding shell after completion, which can have CGT and BADR planning value for the seller). We model both structures and which the seller will accept.
Buyer vehicle
New limited company is the standard. Reasons: limited liability, employer pension contributions to the new principal, future flexibility on partner introduction or onward sale, separation from personal finances. The alternative — buying as an individual or partnership — has narrow use cases.
SDLT on premises
If you're buying the freehold of the practice premises, SDLT applies on the commercial-rate scale: 0% up to £150,000, 2% on the £150,000-£250,000 band, 5% above £250,000. Plan for it in the financing.
VAT recovery on transaction costs
If the practice is VAT-registered for the small element of standard-rated activity it undertakes (e.g., cosmetic), there may be limited VAT recovery on professional fees. If the practice isn't VAT-registered, professional fees are all VAT-inclusive.
Financing the deal
Specialist dental lenders typically offer 70-90% loan-to-value on the combined goodwill plus tangible asset price, with 10-15 year repayment terms. Some lenders stretch on associate income; others require a deposit funded personally. The most-active specialist dental lenders in the UK include Lloyds Healthcare, NatWest Healthcare, Wesleyan Bank, and several specialist intermediaries.
Practical points:
- Most lenders want to see the buyer's own self-assessment for the last 2-3 years to confirm income stability before lending
- Lenders will scrutinise the deal economics independently — they'll want to see normalised EBITDA, projected post-completion P&L, and the loan repayment schedule
- Loan-to-value lower than 80% generally gets you better terms; higher than 90% is harder to secure and gets you less favourable terms
- Variable vs fixed rate is a real choice — fixed rates for the first 3-5 years are common and worth modelling against the variable scenario
Post-completion: the first 90 days
If due diligence has been done well, completion is a relief, not a surprise. But there's a defined set of activities that need to happen in the first 90 days:
- NHS contract novation paperwork (if not already completed)
- Payroll scheme takeover via HMRC online services
- PAYE and NI references updated
- NHS Pension Scheme arrangements (employer reference, member status verification for any practitioner-pension associates)
- CQC registration updated if required
- Bank arrangements: new business account, transfer of existing direct debits, set up of card-payment processing
- Software handover: practice management system access, dental imaging system access, accounting system
- Insurance: practice indemnity, employers' liability, public liability, business continuity
- Section 198 fixtures election on equipment inherited from the seller (joint election within two years of completion, otherwise you lose the capital allowances)
Missing the Section 198 fixtures election is one of the most common preventable losses post-completion. Make sure it's on your accountant's checklist.
What we'd do if you brought us in pre-offer
Our buy-side financial due diligence typically runs as a 3-week engagement:
- Week 1: data request issued, sample documents reviewed, initial questions to seller's adviser
- Week 2: full review of three years' accounts, NHS contract documentation, payroll, and associate agreements. Normalised EBITDA built. Tax structure modelled.
- Week 3: final report with recommended offer range, key risks, post-completion action list. Co-ordinated with the buyer's legal due diligence.
Fixed fee, agreed before we start. No hourly billing. If you'd like a 30-minute scoping call on the specific practice you're looking at, book one via the form below.