Clipboard with a practice sale checklist, a pen, reading glasses and a tooth model on a desk in a dental office
Dr. William J Lossef, DDS

AI Summary
  • This selling a dental practice checklist runs in order, from two years out to the weeks after closing.
  • The early boxes decide your price: a valuation, clean books and a lease with five to ten years left that can be assigned to a buyer.
  • Gather the documents before you list. Buyers and lenders will ask for three years of returns, production reports and your lease first.
  • The letter of intent and due diligence cover the details sellers forget: receivables, redo work, credentialing, software licenses, digital accounts and your 401(k).
  • After closing, notify everyone, keep your tail coverage and wind down your company with your CPA.

Selling a practice involves a lot of small tasks, and most of the expensive mistakes come from one of them getting missed. A lease that can't be assigned. A buyer who never started credentialing. A Google Business Profile nobody can log into. None of these are hard. They just have to happen, in the right order.

So here's a selling a dental practice checklist you can actually work from. It's organized by when each task happens, from two years out to the weeks after closing. If you want the why behind each stage, our guide to the steps to selling a dental practice walks through the whole process. This is the list you print out and check off.

Two Years Out: The Foundation

The tasks in this stage decide most of your price. You can't fix a short lease or three years of messy books in the month before you list.

The Foundation
2 years out
  • Get a valuation so you know what you're working with and what to fix
  • Decide how you'll sell: with a broker, by owner or to a DSO
  • Hire a dental attorney and a CPA, and talk to a financial planner
  • Clean up the books. Take personal expenses out of the practice so the returns show the real profit
  • Check your lease. Lenders want five to ten years left, including options. Renew before you list, and confirm the lease can be assigned to a buyer
  • Skip the big last-minute projects. Visible upgrades pay back at closing, but a major remodel usually doesn't

The valuation comes first because it tells you what the rest of the list should focus on. Our guide on how to value a dental practice explains what it looks at. On choosing how to sell: most brokers charge 8 to 12 percent of the price at closing, while ours is typically 4 to 7 percent, depending on the size of the practice. If you'd rather keep the whole commission, you can list it on our by-owner marketplace instead.

One Year Out: Get Market-Ready

Now you're getting the practice ready for a buyer's eyes. Think about what they'll see on a tour and what their accountant will see in the numbers.

Get Market-Ready
1 year out
  • Fix or replace worn equipment, and pull together service records and serial numbers
  • Verify your active patient count (usually patients seen in the last 18 to 24 months)
  • Tighten recall and fill the hygiene schedule
  • Document your team: roles, pay, tenure and any employment agreements
  • Write down how the office runs, from scheduling and billing to sterilization
  • Model your taxes with your CPA before you set a price
  • Call your malpractice carrier about tail coverage for after you stop practicing
  • Keep production steady. A slide in your final year shows up in every offer

For the longer version of this stage, see our guide to preparing to sell a dental practice. And don't skip the tax conversation, because how the price gets allocated changes what you keep. Our article on the tax consequences of selling a dental practice explains why.

Before You List: Gather the Documents

This is your due diligence file. Having it ready before anyone asks is the single easiest way to speed up a sale, and it makes you look like a seller who has nothing to hide.

Gather the Documents
Before you list
  • Three years of tax returns and P&L statements, plus year to date
  • Production and collections reports by provider and by procedure code
  • Accounts receivable aging report
  • Fee schedule, the insurance plans you participate in and your payer mix
  • Your lease, any amendments and your landlord's contact information
  • Equipment list with ages, serial numbers and service history
  • Staff roster with roles, tenure and pay
  • Licenses, permits and compliance records
  • Vendor, software and equipment lease contracts
  • Your business insurance policies and entity documents

One tip: make sure your P&L statements and tax returns tell the same story. If your buyer is using an SBA loan, the lender will check your numbers against your IRS tax transcripts.

Listing to Offer: Market It Quietly

Confidentiality protects your team and your patients while the deal is still uncertain. News that the practice is for sale can cost you people at exactly the wrong moment.

Market It Quietly
Listing to offer
  • List without your name. Describe the area, collections, operatories and patient count
  • Require a non-disclosure agreement before sharing anything that identifies the practice
  • Screen buyers for financing and fit before they see real numbers
  • Schedule tours after hours or on a day you're closed
  • Keep it from staff and patients for now

Offer to Letter of Intent

This is your dental practice transition checklist for the terms themselves. The highest offer isn't always the best one, and the letter of intent is where the details get locked in.

Weigh Offers and Sign the Letter of Intent
Offer to LOI
  • Compare cash at closing, not just the headline price
  • Price and payment terms, plus a deposit (often $5,000 to $10,000)
  • What's included and what isn't. Your cash, receivables and personal items usually stay with you
  • Receivables. You usually keep them, and the buyer often collects them for you for a fee, commonly around 5%
  • Unfinished treatment and redo work, including how far back you're responsible for your own cases (often about 12 months)
  • Your transition: how long you'll stay, doing what, and paid how
  • The non-compete and non-solicitation terms
  • Contingencies: the buyer's financing, the landlord approving the lease transfer, and due diligence
  • If the buyer uses an SBA loan, plan for the lender's own valuation, a seller note on full standby, and a consulting role of no more than 24 months

If a seller note is part of an offer, read up on seller financing before you agree to it. And if you're weighing a DSO against a private buyer, compare the cash you'll actually receive at closing. We break that down in selling your dental practice to a DSO.

Due Diligence and the Purchase Agreement

After the letter of intent is signed, the buyer checks everything, and your attorney negotiates the binding contract. This stage usually takes 30 to 60 days, and it's where the tasks nobody thinks about tend to hide.

Due Diligence and the Purchase Agreement
30 to 60 days
  • Answer document requests fast, from an organized set of files
  • Make sure the buyer starts insurance credentialing right away. Credentials don't transfer, and it takes a few months
  • Get the landlord's consent to assign the lease, or a new lease for the buyer
  • Review the purchase agreement with your attorney: representations, indemnification, the final non-compete and the price allocation
  • Arrange the software license transfer for your practice management system (some vendors charge a fee)
  • List the digital assets to transfer: website, domain, Google Business Profile, social accounts, email and the phone number
  • Decide what happens to your 401(k) with your plan provider. In an asset sale your company usually terminates the plan
  • Controlled substances. If they're changing hands, the DEA requires written notice at least 14 days ahead

Closing Week

Closing itself is mostly signatures and wire transfers. The work is in everything around it.

Close the Deal
Closing week
  • Tell your team, ideally with the buyer in the room
  • Run final payroll and pay out accrued vacation the way your state requires
  • Sign everything: the purchase agreement, bill of sale, lease assignment, non-compete and any consulting agreement
  • Pay off any liens on equipment so it transfers free and clear
  • Send a letter to patients introducing the new dentist
  • Take a controlled substance inventory with the buyer on the day of transfer, if any are changing hands
  • Hand over keys, alarm codes and passwords

Most sellers tell the team shortly before closing, once the letter of intent is signed and due diligence is well underway. Jobs, schedules and pay are the first things they'll ask about, so have the answers ready. A personal letter to patients introducing the new dentist does more for retention than anything else.

After Closing: Wrap It Up

You've sold the practice, but you're not quite done. These last tasks protect you long after the transition ends.

Wrap It Up
After closing
  • Notify everyone: suppliers, the dental plans you participate in, referring dentists, utilities and your malpractice carrier
  • Handle your DEA registration. It doesn't transfer to the buyer
  • Collect your receivables, or reconcile what the buyer collects for you
  • Stay for the transition, usually 30 to 90 days, and honor your non-compete
  • Keep access to records the way your agreement allows
  • Wind down your company with your CPA: final payroll and tax filings, closing accounts once receivables are in, and cancelling business insurance (but not your tail)

The tail coverage deserves a second mention. Claims can come in years after treatment, and if your policy is claims-made, the tail is what covers you. Many carriers include it free for long-time policyholders who retire, so ask before you assume you have to buy it.

Start With the First Box

Every item on this list gets easier once you know what your practice is worth. Our free dental practice valuation gives you an estimate in minutes. And if you'd like help working through the rest of the list, here's how we help dentists sell.