Completion day marks a significant milestone, but it does not mark the end of your obligations. The period immediately following completion of a dental practice sale involves a series of clinical, regulatory, contractual, and tax steps — many of which carry real consequences if they are missed or mishandled. This guide walks through each area in turn.
Clinical Transition Period
The first weeks after completion require you to hand over the practice in a way that protects patients and supports the incoming principal.
Most asset sale SPAs include a transition assistance period — typically two to six weeks — during which you remain involved in a clinical capacity, often under a short-term associate agreement. This agreement sets out your clinical hours, your fee or salary for the period, and confirms that you are no longer a principal. If you have outstanding UDA delivery obligations at completion, the SPA will usually specify whether those are allocated to you or transferred to the buyer; make sure this is documented clearly so there is no dispute later.
Patient introductions are a soft but important obligation. A seller who abruptly disappears undermines patient confidence and increases the risk of post-completion disputes about goodwill. A written or in-person introduction from you to the incoming principal — whether individually with key patients or through a practice communication — is standard and professionally expected.
Your GDC registration and professional indemnity cover remain your own responsibility through completion and during any transition period. If you continue to see patients in any capacity after completion, your indemnity must be in force. If the transition involves a short associate period, ensure your existing PI cover extends to associate work, or obtain a separate associate policy.
CQC Administrative Steps
The Care Quality Commission steps required after completion depend on whether the transaction is structured as an asset sale or a share sale.
In an asset sale, the buyer acquires the assets and must register as the new provider. The seller must notify the CQC to close the previous registration. You should do this promptly after completion — delay creates ambiguity about which registered provider is responsible for care being delivered. Retain all CQC compliance documentation (inspection reports, provider information returns, notification records) for at least three years after your registration closes.
Where the CQC has open correspondence at completion — active enquiries, inspection follow-up letters, or remedial action plans — these should ideally be resolved before contracts are exchanged. If any remain open at completion, the SPA should allocate responsibility clearly: pre-completion correspondence typically remains with the seller. Do not assume the buyer will deal with communications addressed to you as the registered provider.
In a share sale, the registered entity is the company itself, so the CQC registration remains in place. No new registration is required. However, a change of control notification is still required by the CQC in most cases, and nominated individuals and Registered Managers may need to be updated. The buyer’s solicitors should lead on this, but as seller you are responsible for confirming that all pre-completion registration details are accurate at handover.
NHS Post-Novation
If the practice held an NHS contract (GDS or PDS), completion will not transfer that contract automatically. NHS England must formally novate the contract from the seller to the buyer.
The novation application is submitted to NHS England after completion, and the process typically takes four to eight weeks from application to formal confirmation. During this period, the contract continues in the seller’s name. The SPA will set out how income received in this window is allocated — in most transactions, it passes to the buyer from the effective date of transfer, with the seller acting as a bare trustee for those funds.
UDA delivery risk from completion is the buyer’s, even during the novation window. If the buyer under-delivers UDAs in this period, any clawback falls to the buyer per the SPA terms. Ensure this allocation is explicit in the agreement.
NHS correspondence during the novation window should be forwarded to the buyer promptly. This includes letters from area teams, band allocation queries, and any contract monitoring notices. Holding up NHS correspondence can create downstream problems for the buyer and may trigger indemnity claims under the SPA.
Your performer number is personal to you and is not transferred as part of the sale. It remains yours. If you plan to continue NHS clinical work elsewhere — as an associate — you retain full use of your performer number. There is no restriction on your continuing to perform NHS dentistry under your own performer number in a different practice, subject to your restrictive covenant obligations (see below).
DSO Earn-Out Obligations
Where the buyer is a dental service organisation (DSO) and the consideration includes an earn-out element, your obligations do not end at completion.
A typical earn-out runs for one to three years and ties a portion of the sale price to the EBITDA performance of the practice during the earn-out period. The earn-out agreement — which forms part of or is appended to the SPA — governs everything: the calculation methodology, the agreed addbacks, the audit process, and the disputes mechanism. Read this document carefully at the time of signing; disputes about earn-out calculations are among the most common post-completion disagreements.
Your key obligations during an earn-out period typically include:
- Non-interference: you must not take actions that artificially depress EBITDA (for example, by redirecting patients or encouraging staff to leave)
- Operational cooperation: you may be required to remain clinically active for part or all of the earn-out period; the agreement will specify your minimum commitment
- Clinical governance integration: the DSO will integrate the practice into its governance framework; you must cooperate with this process and comply with the buyer’s clinical protocols
- Reporting cooperation: you must allow the buyer’s accountants reasonable access to the records needed to calculate earn-out payments
If you believe an earn-out calculation is incorrect, follow the disputes mechanism in the agreement before escalating. Independent expert determination is the standard route for earn-out disputes and is faster and cheaper than litigation.
Restrictive Covenant Compliance
Your restrictive covenants — non-compete and non-solicitation — run from the completion date. The restrictions are set out in the SPA and are typically enforced by injunction if breached.
A non-compete prevents you from practising within a defined radius (commonly five to ten miles) for a defined period (typically one to three years). Working as an NHS associate in another practice within the restricted area is not automatically a breach if your covenant is drafted to exclude NHS associate work only — but check your specific wording. Many covenants do not contain this carve-out, and operating as an associate anywhere within the radius will be a breach.
Non-solicitation prevents you from approaching patients or staff of the sold practice to encourage them to move. This is different from a non-dealing clause, which would prevent you from treating or employing those individuals even if they approach you first. Most dental sale SPAs use non-solicitation rather than non-dealing, but again, check your wording — they are legally distinct.
If you are in doubt about whether a planned activity breaches your covenants, take legal advice before proceeding. Breaching a covenant post-sale is a much more expensive problem than clarifying the position in advance.
Capital Gains Tax Return
The proceeds from your dental practice sale are subject to capital gains tax (CGT), and you must report and pay this through your self-assessment tax return.
The relevant tax year is the year in which completion occurred — not exchange. If you completed in the 2024/25 tax year, your CGT liability falls into the 2024/25 return, with payment due by 31 January 2026.
If you claimed Business Asset Disposal Relief (BADR), your gain up to the lifetime limit (£1 million) is taxed at 10%. Gains above the lifetime limit are taxed at the standard CGT rates (18% or 24% depending on your income level). Your accountant should have confirmed your BADR eligibility before completion — if this was not done, it is worth reviewing now, as errors in BADR claims can be corrected through amendment of the self-assessment return within the amendment window.
Where the consideration includes deferred or contingent elements — such as an earn-out, a vendor loan, or a deferred cash payment — the CGT treatment depends on how those elements were valued at completion. HMRC treats deferred consideration as taxable in the year of completion at its open market value at that date, not in the year it is actually received. If deferred consideration later differs from the valuation used (because earn-out targets were not met, for example), a claim for overpayment relief is available. This is a complex area and specialist tax advice is essential.
TUPE and Employment Liabilities
Under the Transfer of Undertakings (Protection of Employment) Regulations 2006, employees of the practice transfer to the buyer automatically on completion. From that moment, their employment contracts, continuity of service, and associated liabilities pass to the buyer.
However, any employment liability that arose before completion remains with you as the seller, as confirmed in the SPA. This includes:
- Unfair dismissal or discrimination claims arising from pre-completion events
- Holiday pay arrears
- Unpaid wages or bonuses accrued pre-completion
- Any pending grievances or disciplinary actions that were live at completion
The SPA will include indemnities in which you indemnify the buyer against pre-completion employment claims. These indemnities can expose you to significant liability if employment issues are left unresolved at completion. The standard advice is to resolve or disclose all known employment issues fully during the due diligence process, not to carry them into completion.
Post-completion, if an employee brings a claim that straddles the completion date — for example, a constructive dismissal claim arising from events occurring both before and after completion — liability will be apportioned between you and the buyer based on the SPA terms and the timing of the acts complained of.
Key Steps to Complete After Your Sale
To summarise, your post-completion checklist should include:
- Notify the CQC to close your provider registration (asset sale) or submit a change of control notification (share sale)
- Cooperate with NHS England on the novation process and forward all NHS correspondence to the buyer
- Forward all CQC correspondence addressed to you to the buyer or solicitors as appropriate
- Comply with any transition assistance obligations under the SPA
- Maintain your GDC registration and PI cover for the duration of any clinical transition period
- File your self-assessment tax return for the year of completion, including the CGT calculation and BADR claim
- Monitor earn-out performance data if applicable, and flag concerns through the disputes mechanism in the agreement
- Observe your restrictive covenants from completion day
The dental practice sale timeline provides context for where post-completion sits within the overall process. If you are still in the early stages of planning a sale, the guide to how to sell your dental practice covers the full process from valuation through to completion.