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Selling a business · Healthcare and dental

Selling a practice or healthcare business? Plan the tax first.

Corporate groups and private equity have been consolidating dental practices, pharmacies, clinics and care businesses for years. We advise owners on selling well: protecting reliefs, dealing with the property, and making sure deferred and performance-linked payments are taxed as capital, not income.

The issues we see

The property

Whether to sell or keep the premises, and how to separate them if they sit in the company.

Staying on after the sale

Earn-outs and deferred payments linked to your continued work can be taxed as employment income.

Practice structure

Sole traders, partnerships and companies are taxed differently on a sale, and incorporating first isn't always right.

How we help

  • Reviewing your position well before a sale, including relief qualification and the practice structure.
  • Pre-sale restructuring, including separating property.
  • Advising on the deal terms: deferred consideration, earn-outs and any rollover.
  • Negotiating the tax terms of the sale agreement alongside your lawyers.
  • Inheritance tax and estate planning for the proceeds.

FAQs

Frequently asked questions

Should I keep the practice premises when I sell?

Often, yes. Many owners keep the property and lease it to the buyer, which gives them an income after the sale. If the property sits in the company, it may need to be separated before the sale, and that has to be done carefully to avoid tax charges and protect your reliefs.

I'm a sole trader or in a partnership. Does that change things?

Yes. Selling an unincorporated practice is a sale of business assets, not shares, and the tax treatment and reliefs work differently. Some owners incorporate before a sale, but the timing and tax consequences need careful review.

Will the buyer want me to stay on after the sale?

Corporate and private equity buyers often ask selling clinicians to stay for a period, with part of the price deferred or linked to performance. Payments tied to your continued work can be taxed as employment income rather than capital, so the terms need careful drafting.

How is goodwill taxed when I sell my dental practice?

If you sell the practice as a sole trader or partner, the gain on the goodwill is usually subject to capital gains tax. If the practice is in a company, you normally sell shares instead. In either case, Business Asset Disposal Relief can reduce the rate to 18% from 6 April 2026 on up to £1m of lifetime gains, if the conditions are met.

Does an NHS contract affect the tax on selling my practice?

The tax on your gain mainly depends on how the practice is structured and sold. But NHS contracts have their own rules on transfers and changes of ownership, which can affect whether you sell shares or assets and when. Those rules need specialist legal advice alongside the tax planning.

Will I pay inheritance tax on the money from selling my practice?

Possibly. Shares in a trading company can qualify for Business Property Relief, but that relief can be lost once the shares are sold and become cash. It is worth thinking about inheritance tax and estate planning before the sale, not after.

Does owning the care home or pharmacy building stop my company being a trading company?

Not usually, if the building is used in the business. Property used for your own trade is treated differently from property let to others. Problems tend to arise where the company also holds investment property or large amounts of surplus cash.

How far ahead should I plan the sale of my practice?

Ideally at least two years. Business Asset Disposal Relief requires the conditions to be met throughout the two years before the sale, and restructuring, such as separating the premises, takes time. Starting early means problems can be fixed rather than worked around.

Will the buyer check VAT on private and cosmetic treatments?

Usually, yes. Many medical and dental services are exempt from VAT, but some treatments, such as purely cosmetic ones, may not be. Buyers' due diligence often checks that VAT has been handled correctly, and errors can affect the price or lead to an indemnity.

Will a buyer look at how my associate dentists are engaged?

Often, yes. Buyers commonly review whether self-employed associates and other clinicians could be treated as employees for tax purposes. If there is a risk, they may ask for a price reduction or an indemnity, so it is worth reviewing your arrangements before going to market.

Free guide

Selling your business: the tax playbook

The reliefs, structures and timing decisions that matter most in the two years before a sale, plus the deal terms and what to do afterwards.

Selling your business: the tax playbook

Thinking of selling your practice?

The earlier we're involved, the more options you have. Book a confidential call.

Or write to taxadvisory@aswatax.co.uk

Last reviewed 6 October 2026
Chartered Tax Adviser
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