The property
Whether to sell or keep the premises, and how to separate them if they sit in the company.
Selling a business · Healthcare and dental
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.
Whether to sell or keep the premises, and how to separate them if they sit in the company.
Earn-outs and deferred payments linked to your continued work can be taxed as employment income.
Sole traders, partnerships and companies are taxed differently on a sale, and incorporating first isn't always right.
Protecting Business Asset Disposal Relief, and keeping the business a trading business up to the sale.
FAQs
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Related advice
Specialist tax advice for business owners selling a company worth £1m to £50m. Reliefs, pre-sale structuring, deal terms and HMRC clearances.
Read moreMake sure you qualify for Business Asset Disposal Relief when you sell. Specialist advice on the conditions, the 18% rate and protecting your claim.
Read moreGet your business sale-ready. Specialist tax advice on holding companies, extracting cash and property, and protecting reliefs before you sell.
Read moreSeparate property, businesses or shareholders without an unexpected tax bill. Demergers, holding company insertions and HMRC clearances.
Read moreFree guide
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
The earlier we're involved, the more options you have. Book a confidential call.
Or write to taxadvisory@aswatax.co.uk
