- How much should I budget for financial due diligence?
- Budget for two separate workstreams and get a written quote for each before you instruct. Financial due diligence is quoted by the adviser you appoint, and what moves their number is the size of the practice, how clean the accounts and bookkeeping are, how many NHS contracts and performers sit behind the activity, and whether the deal is one site or several. Legal due diligence is quoted separately by a dental solicitor. Ask both to price against a written scope naming the specific items you want covered: EBITDA normalisation, NHS contract and UDA delivery history, associate agreements and their status risk, the goodwill and fixtures split, and the section 198 fixtures election. Scope, not headline price, is what decides whether the work catches anything.
- What's a fair EBITDA multiple to pay in 2025/26?
- Range, not a single number. An NHS-heavy single-handed practice with strong staff and a stable contract in a normal-demand region might trade at 0.7-0.9x normalised EBITDA. A private-focused two-surgery practice in a high-demand region might trade at 1.1-1.4x. Corporate buyers paying for fit and consolidation can stretch above 1.4x. The right multiple depends on the practice characteristics, not a benchmark number, and it gets calibrated per practice.
- How does the SDLT on the premises work?
- If you are buying the freehold of the practice premises alongside the practice, SDLT applies on the commercial-rate band: 0% up to £150,000, 2% on the £150,000-£250,000 slice, 5% above £250,000. If the practice is leasehold and you take an assignment, SDLT may apply on the lease premium. If you are buying the seller's existing Ltd company by share sale, only 0.5% stamp duty on shares applies, not SDLT, but the Ltd then continues to own the premises so you inherit the existing SDLT base cost.
- What happens to the seller's associates when I take over?
- Self-employed associates: their agreements transfer or get renegotiated; you can choose to keep them, vary their fee split, or notice them out (subject to their notice periods). Employed associates and other employees: TUPE transfer of undertaking applies if you are acquiring the business as a going concern, which protects their employment terms; you cannot reduce their terms or notice them without proper process for a defined period after completion.
- Do I need a separate solicitor as well as an accountant?
- Yes. The financial diligence and tax structure sit with a specialist dental accountant from our partner network. A specialist dental solicitor handles the contract, legal due diligence, Companies House filings if you are buying a Ltd company, premises lease or freehold transfer, and the completion mechanics. They are two separate appointments, and the accountant who picks up your enquiry will expect you to have both.