Selling or buying a dental practice means signing several legal documents, and each one can change what you walk away with. This page explains which documents you will meet, what a good draft covers, and how to review one before you sign. It is general information, not legal advice.
Who writes the contract?
In most sales, the buyer's attorney writes the first draft of the purchase agreement and the seller's attorney marks it up. The two sides then go back and forth until both agree. We do not draft legal documents ourselves, so we recommend that each side hires its own attorney who has handled dental or healthcare practice sales before. A general business lawyer can miss things that matter here, such as patient record transfer and state dental board rules.
The documents you will see
- Letter of intent. A short document that sets the price, the main terms and a timeline before the lawyers start on the full contract. Most of it is not binding, but the confidentiality and exclusivity parts often are.
- Confidentiality agreement. Signed early, so the seller can share financial details safely.
- Purchase agreement. The main contract. It sets the price, what is included, the promises each side makes, and what happens if something goes wrong.
- Lease assignment or a new lease. This needs the landlord's approval and is often the slowest part.
- Seller transition or employment agreement. Used when the seller stays on for a while after the sale.
- Non-compete and non-solicitation terms. Rules on whether and how the seller can practice nearby or contact patients afterward.
What to look for when you review a draft
- The price and how it is paid: cash at closing, a seller note, or payments tied to future results. Check the dates and any interest.
- Exactly what is included: equipment, supplies, patient records, the practice name, phone number and website.
- How the price is split between equipment, goodwill and other items. The split affects taxes for both sides, so talk to your CPA before you agree to it.
- The promises made about the practice's finances and condition, and what you can claim if they turn out to be wrong.
- Conditions that must be met before closing, such as financing approval, lease approval and license checks.
- How patient records are transferred and how patients are told, following privacy laws and your state's rules.
- The non-compete: how long it lasts, how far it reaches and what counts as competing. These rules differ a lot from state to state.
- What happens to the staff, and any promises made to them.
Common mistakes
- Signing a letter of intent without knowing which parts are binding.
- Leaving the lease until the end and then finding out the landlord will not agree.
- Using a general template that was not written for a dental practice.
- Not asking for key numbers in writing, such as collections, patient counts and the equipment list.
- Rushing the review because the closing date is close.
A simple way to prepare
Before you speak with an attorney, gather three years of tax returns, the profit and loss statements, the lease, an equipment list, and a staff list with pay and start dates. Having these ready saves time and usually lowers legal fees. Also write down your top three priorities, for example "keep my staff" or "close by June", so your attorney can protect them in the draft.
Need help finding the next step?
If you are not sure where to begin, contact our team. We cannot give legal advice, but we can point you toward resources. You can also read our Contract Help guide for a closer look at purchase agreement terms.