Buyers and their advisers will request a comprehensive set of documents during the due diligence phase of a dental practice sale. The faster you can provide these, the smoother the process and the less scope there is for buyers to seek price reductions on the basis of missing information.
Assembling this documentation before going to market — rather than scrambling to find it during due diligence — significantly reduces the risk of delays and gives buyers confidence that the practice is well-run.
This checklist covers the full range of documents typically requested in a UK dental practice sale.
Financial Documents
Accounts and trading records:
– [ ] 3 years of full statutory accounts (signed, filed at Companies House or accountant-prepared sole trader accounts)
– [ ] 3 years of management accounts (P&L, balance sheet)
– [ ] Current year management accounts to latest month (often requested during marketing, before full due diligence)
– [ ] 2–3 years of VAT returns (if registered)
– [ ] 2–3 years of HMRC self-assessment or corporation tax returns
– [ ] Bank statements: 3–6 months of the practice’s main operating account
NHS income records:
– [ ] 3 years of NHS remittance statements (monthly statements from NHSBSA)
– [ ] Copy of current GDS or PDS contract
– [ ] UDA allocation schedule (current year and prior 2 years)
– [ ] UDA delivery analysis: units delivered vs. contracted, by year
– [ ] Any ICB correspondence regarding performance, clawback, or contract variation
Private income records:
– [ ] Private fee income breakdown (by treatment type where available)
– [ ] Membership plan subscriber count and monthly direct debit income (if applicable)
– [ ] Patient treatment plan register or summary (showing treatment plan values)
Payroll and staffing costs:
– [ ] 12 months of payroll data for all employed staff
– [ ] Associate payment schedules: all associate earnings for the last 3 years (split by UDA/private sessions)
Legal and Ownership Documents
Practice structure:
– [ ] Certificate of incorporation (if limited company)
– [ ] Memorandum and articles of association
– [ ] Current shareholding register
– [ ] Shareholder agreement (if applicable)
Premises:
– [ ] Copy of the lease (full document, not just heads of terms)
– [ ] Lease assignment consent provisions (does the lease require landlord consent for assignment?)
– [ ] Rent payment history (last 12 months)
– [ ] Schedule of dilapidations (if any)
– [ ] Freehold title register (if you own the property — obtain from Land Registry)
– [ ] Property energy performance certificate (EPC)
Goodwill and IP:
– [ ] Any existing goodwill purchase agreements (if you acquired the practice previously)
– [ ] Domain names registered to the practice
– [ ] Trade marks registered to the practice (if any)
NHS and Regulatory Documents
CQC registration:
– [ ] Current CQC certificate of registration
– [ ] CQC statement of purpose
– [ ] Most recent CQC inspection report (with rating)
– [ ] Action plans from previous CQC inspections (showing compliance achieved)
– [ ] Practice policies and procedures file (signed and dated)
NHS contract:
– [ ] Full GDS/PDS contract document
– [ ] NHS performer numbers for all clinical staff
– [ ] ICB contract management correspondence (last 3 years)
– [ ] Any performance notice letters or responses
Compliance records:
– [ ] Infection control audit records (last 12 months)
– [ ] DBS check certificates for all clinical and non-clinical staff
– [ ] Staff vaccination/immunisation records (as required for clinical settings)
– [ ] Health and safety risk assessment
– [ ] Fire safety risk assessment and inspection certificates
– [ ] COSHH assessments
Equipment and Assets
- [ ] Full equipment list with make, model, age, and estimated value
- [ ] Equipment service and maintenance records (last 2–3 years)
- [ ] Autoclave validation records (mandatory for CQC compliance)
- [ ] X-ray equipment certificates (RPS-compliant surveys, exposure data)
- [ ] Digital imaging system licences and maintenance records
- [ ] Equipment finance agreements (if any equipment is leased or on HP)
- [ ] Schedule of equipment owned outright vs. under finance
Employment Documents
- [ ] Contracts of employment for all employed staff (signed copies)
- [ ] Associate agreements for all associates (signed copies)
- [ ] Current salary and benefits schedule for all employees
- [ ] Pension auto-enrolment records (staging date, qualifying scheme details, contribution rates)
- [ ] Details of any current or threatened employment claims or grievances
- [ ] Any TUPE documentation from prior business transfers (if applicable)
- [ ] Staff handbook (current version)
- [ ] P60s and P11D forms for last 2 years
Insurance Documents
- [ ] Current professional indemnity insurance policy and schedule
- [ ] Current public liability insurance policy and schedule
- [ ] Employer’s liability insurance certificate
- [ ] Building and contents insurance (if applicable — may be landlord’s responsibility)
- [ ] Any current or prior insurance claims (last 3–5 years)
Practice Operations
- [ ] Practice management software data export or access (FP17 count, patient numbers)
- [ ] NHS patient registration numbers (active NHS patients)
- [ ] New patient registration data (last 12 months)
- [ ] Patient recall/reappointment data (active patient base size)
- [ ] Practice website, social media, and online directory ownership details
- [ ] Supplier contracts (dental materials, lab services, waste disposal)
- [ ] Maintenance contracts for clinical and non-clinical equipment
Tax and Finance Clearances
- [ ] HMRC tax clearance or statement that there are no outstanding enquiries
- [ ] Any HMRC compliance checks or correspondence (last 5 years)
- [ ] Details of any director loan accounts (if limited company)
- [ ] Personal tax position of selling principal (relevant for deal structure discussions)
Pre-Sale Preparation: Timing
Assembling this documentation takes time — particularly if records are stored in multiple locations or formats. The typical timeline:
- 12 months before marketing: Start a documentation audit. Identify gaps.
- 6 months before marketing: Resolve compliance gaps, ensure accounts are clean, have accounts reviewed by accountant for normalisation.
- 3 months before marketing: Final documentation review. Practice data room assembled and accessible.
- Going to market: Provide buyers with a summary pack (financials, NHS contract summary, key metrics). Full documentation available in data room on NDA signature.
Get a free confidential dental practice valuation →
For a full guide to the sale process from valuation to completion, see how to sell a dental practice in the UK. For preparation steps that maximise value before going to market, see how to prepare your dental practice for sale.
Frequently Asked Questions
What documents are needed to sell a dental practice?
The core documents are: 3 years of statutory accounts and management accounts, NHS remittance statements and the GDS/PDS contract with UDA delivery data, current CQC registration and inspection records, a copy of the lease, all employment contracts and associate agreements, equipment lists with service records, and current insurance schedules. Private practices also need private income analysis and, if applicable, membership plan data.
How far in advance should I start preparing documents for a dental practice sale?
Start at least 12 months before you intend to go to market. The documentation assembly phase surfaces gaps in compliance records, lease terms, and contractual arrangements that need time to resolve — not days. Practices that go to market with a complete data room move through due diligence significantly faster and with fewer price-adjustment risks.
What is a practice data room?
A data room is a secure document storage space (typically a cloud folder or specialist deal platform) where all sale documents are held and shared with potential buyers under NDA. Having a pre-assembled data room signals to buyers that the practice is well-run and allows due diligence to begin immediately on selection of a preferred buyer. It significantly reduces the elapsed time between preferred buyer selection and exchange of contracts.