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Dental Exit Group

How to sell a dental practice

Selling a dental practice starts before you list it: collections reports that tie to your tax returns, a hygiene department and associates that keep producing without you, and a plan for the payer contracts, X-ray registrations and DEA registration that may not pass to a buyer on their own. Then you choose between an associate, an outside dentist, a DSO or a specialty platform, set a price the buyer's lender will support, and time the closing around patient notices and regulatory filings.

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This page is general information about how dental practice sales work, not legal, tax or financing advice. Dental ownership, patient record, Medicaid and X-ray rules are set state by state and change over time, so confirm how they apply to your sale with your attorney, your CPA and the buyer's lender.

1. Decide which kind of buyer you are selling to

A dental CPA quoted by ADA News describes three ways to sell: to an outside dentist, to an associate or to a DSO. Orthodontists, oral surgeons and other specialists also have specialty platforms that take practices in through partnerships and joint ventures. You can also sell part of the practice to a partner first (see below). The buyer decides how you are paid and how long you keep treating patients after closing.

BizBuySell notes that new owners of dental practices “are often limited to qualified dentists.” DSOs are a growing minority: 16.1% of U.S. dentists were affiliated with a DSO in 2024, up from 7.2% in 2015, according to the ADA Health Policy Institute. That is a share of dentists, not of practices sold. One DSO, MB2 Dental, said on its website in October 2026 that it usually partners with practices that have more than $1.25 million in revenue and five or more operatories; that is its own target, not an industry threshold.

Dentist buyer or DSO: how the deal can look

Dentist buyer: SBA SOP 50 10 8.1, Bank of America, Provide, an ADA career article. DSO: one law firm's 60% to 90% range (Oberman), ADA News, AAPD attorneys.
Associate or outside dentistDSO
Paid withBank loan (some advertise up to 100%) or SBA 7(a) with 10%+ equityLump sum, often 60% to 90% of value
Paid laterSeller note; no earn-out with an SBA loanEarn-out or holdback; possible DSO equity
Your role afterSBA outside buyer: consultant, 24 mo max; other loans: often associate 1 to 3 yrsSome want 3 to 5 years of clinical work
Non-competeSet by state lawCommonly reaches the DSO's other practices

Selling to your associate or another dentist

Dental lenders such as Bank of America and Provide, a division of Fifth Third Bank, advertise up to 100% financing, depending on the loan and subject to credit approval. SBA 7(a) loans, capped at $5 million, can also fund a full or partial change of ownership.

If your associate has worked for the practice for at least 24 months, ask the buyer's lender about an Existing Owner Buyout. Under SBA SOP 50 10 8.1, effective October 1, 2026, a single owner selling 100% of the ownership interest (a sale of the entity, not of its assets) to someone employed by the business for at least the 24 months before the application may qualify. The lender may then reduce or eliminate the 10% equity injection if SBA's liquidity, working capital and net worth conditions are met.

Initial Acquisition is the default category, so the lender has to document why your deal qualifies. The SOP says “employed” and does not say whether an associate paid as an independent contractor counts, so confirm that with the lender before you plan around it. The guide to selling to an associate or another dentist covers how dentist buyers finance a purchase.

Selling to a DSO

The ADA's legal guide to DSO arrangements (updated January 2021) describes a “closely aligned” structure that often involves selling the practice to a professional entity, such as a PC or PLLC, that already works with the DSO. In that structure the professional entity typically buys the clinical assets, the DSO buys the non-clinical assets including goodwill, and you become a salaried employee under an employment agreement negotiated with the purchase agreement.

The same guide says such a sale is generally irrevocable, and that taking equity in a DSO can come with a longer employment term and less ability to leave. According to Oberman Law Firm, a dental law firm, a typical DSO offer may combine a lump-sum buyout (often 60% to 90% of practice value), an earn-out paid over several years, an employment or service agreement and possible equity in the DSO, which it calls sometimes illiquid or high-risk. That range is the firm's description, not market data.

ADA News reported in December 2024 that some DSOs want the selling dentist to stay on for three to five years, and the dental CPA it quoted said many dentists do not want to stay on after selling, so a DSO is sometimes not an alternative for them. The guide to selling a dental practice to a DSO takes an offer apart line by line.

Selling to a specialty platform

DSO affiliation runs higher among some specialists. In 2024 about 23% of orthodontists, 22% of oral and maxillofacial surgeons and 21% of endodontists were affiliated with a DSO, against about 15% of general dentists, according to the ADA Health Policy Institute, which says its method slightly undercounts DSO affiliation.

The specialty platforms describe their deals as partnerships. Smile Doctors, an orthodontic support organization, said in July 2026 that it takes affiliations through joint venture and de novo models. Specialty1 Partners' 2026 joint venture announcements included oral surgery, endodontic and periodontal practices. U.S. Oral Surgery Management says it serves only oral and maxillofacial surgeons.

In a DrBicuspid article on selling to a DSO in general, Kim McCleskey of Professional Transition Strategies says that in a joint venture the owner typically sells 60% to 70% of the practice up front; she describes typical terms, which are negotiable. The guide to selling a specialty dental practice covers referral sources and orthodontic contracts receivable.

Selling part of the practice to a partner first

If you want an associate to take over in stages, the ADA's 2013 valuation guide says an option agreement may let an associate buy in at a future date, and that it is prudent to base the price in a buy-in or buy-sell agreement on a professional valuation. It warns that putting a simple rule of thumb, such as a percentage of gross revenue, into a buy-sell agreement has led a surviving partner to pay a deceased partner's estate substantially more than fair market value.

An SBA 7(a) loan can fund a partial sale in which you stay as an owner or employee. Under SOP 50 10 8.1, a selling owner who keeps less than 20% must guarantee the full loan for at least two years after final disbursement. Some dental lenders offer their own buy-in loans: Panacea Financial says its partner buy-in loan does not require a lien on the existing practice, its real estate or its equipment.

2. Get your production and collections numbers ready

Start with the list the ADA gives owners before a valuation. Its Valuation Document Checklist asks for:

  • five years of financial statements and tax returns
  • five years of new patient flow, production and collections
  • dentist and hygiene production, with monthly hours worked
  • the fee-for-service to managed care ratio
  • active and inactive patient counts
  • services offered and referred, by treatment code
  • the recare percentage
  • equipment and fixtures, with age and condition

Three things come up when a buyer reads those numbers:

  • Your active patient count. ADA policy counts a patient as active if they received dental services from the dentist in the past 24 months, and as inactive after 24 months without services. State the look-back period behind any active patient count you hand over, so the buyer compares like with like.
  • Your receivables. ADA guidance for buyers flags receivables above two months of production, receivables in collections, or a high balance more than 90 days past due, as signs of loose collection policies or ineffective billing.
  • Your procedure codes. Federal HIPAA rules adopt the CDT Code as the standard code set for dental services in claims and other electronic transactions, and the ADA reviews and updates it every year. In our view, that means a five-year procedure mix by CDT code may compare different code versions, so label which version each year uses.

Under SBA SOP 50 10 8.1 (effective October 1, 2026), if the buyer uses a 7(a) loan, the lender needs your financial statements for the last three complete fiscal years, signed within 120 days before submission, plus interim statements no older than 120 days. The lender also verifies your financial data, including a sole proprietor's Schedule C, against IRS tax transcripts before the first disbursement.

Before that check, make sure the collections in your practice management reports tie to the gross receipts on your returns. The dental practice due diligence checklist lists everything to gather.

3. Make the practice less dependent on your own chair

FOCUS Investment Banking, a sell-side advisor, says in a 2026 whitepaper that DSO and private equity buyers treat hygiene revenue as the most recurring part of a practice's EBITDA, may discount practices that rely heavily on one doctor, value a balanced commercial and PPO payer mix most, and scrutinize Medicaid exposure and cash-pay concentration. The ADA's 2013 valuation guide adds that buyers generally will not pay much for a practice with a very high overhead rate, especially when they can do little to reduce it.

What helps in the years before a sale:

  • Keep your hygienists. In April 2026 the ADA Health Policy Institute reported that only 60% of dentists had enough hygienists on staff, and 91% of dentists recruiting one called it very or extremely challenging. A hygiene team that stays through the sale protects the recall schedule a buyer is paying for.
  • Put associates and key staff on paper. Attorneys writing in the AAPD's Pediatric Dentistry Today (Q1 2026) advise sellers to keep key staff such as office managers and high-producing associates, possibly with bonuses, and say a DSO buyer often requires associates to be under written contracts that can be assigned to a third party. They also suggest a staff census showing each person's hire date, position, pay, benefits and whether they are on a written contract, at will or an independent contractor.
  • Spread production beyond your own chair. Under SBA SOP 50 10 8.1 (effective October 1, 2026), an outside buyer who finances with a 7(a) loan (an Initial Acquisition) cannot keep you on as an employee after closing (step 7). Plan for the practice to keep producing without you.
  • Know your payer mix. On average, private insurance carriers accounted for 47.3% of owner dentists' gross billings in 2025, patients paying directly for 42.3% and government programs for 8.1%, in the ADA Health Policy Institute's Survey of Dental Practice (2025 data, 1,113 respondents). Work out your own PPO, fee-for-service and Medicaid shares before a buyer asks.

4. Find out what will not transfer to the buyer

Your payer contracts, your DEA registration and, in several states, your X-ray registrations are tied to you or to your legal entity, and you cannot assume any of them passes to a buyer with the practice. Check each one early, because some decide the day the buyer can bill a dental plan in network or use the X-ray units.

Who may own the practice

Ownership rules are set state by state. In Florida, only a licensed dentist or a professional corporation or LLC of dentists may employ dentists or hygienists in a dental office (Fla. Stat. 466.0285). In Ohio, shares of a dental professional association may be sold only to another Ohio-licensed dentist (R.C. 1785.07).

In New York, the general professional corporation law lets a dental PC issue shares only to New York licensees who practice, have practiced or will within 30 days practice in the corporation (N.Y. Bus. Corp. Law Sec. 1507(a)); dental PLLCs fall under separate rules not covered here. Under SOP 50 10 8.1, SBA asks lenders to confirm that a licensed business's ownership structure meets state requirements. See who can own a dental practice for the rules state by state.

Payer contracts and credentialing

Delta Dental of California and its affiliates use a Notice of Sale of Practice form. It says Delta Dental payments for services dated on or before the sale date are issued in the seller's name, and that later claims are paid to the buyer under the buyer's own participating dentist agreement, or to the patient if the buyer has none.

One national practice transitions firm, Henry Schein Dental Practice Transitions, reports that a full or partial change of ownership has triggered Delta Dental to move a practice's providers from Premier to the lower PPO fee schedule; that is the firm's experience, not Delta Dental policy.

Credentialing takes time: Delta Dental of Tennessee says initial credentialing can take up to 30 days, claims are processed as non-participating until approval, and approval is not back-dated. Count your Premier patients and ask each plan how it handles a sale.

Medicaid enrollment

If you bill Medicaid or CHIP, federal rules require state Medicaid programs to collect ownership disclosures, and each state sets its own change-of-ownership steps. California's Medi-Cal Dental successor-liability option, which lets a buyer bill under your enrollment, has a five-day postmark deadline (step 9).

DEA registration

A practitioner's DEA registration cannot be assigned or transferred without DEA's written consent (21 CFR 1301.52). DEA's Practitioner's Manual (2023, non-binding guidance) says each principal place of practice where controlled substances are dispensed needs its own registration (21 CFR 1301.12), so in our reading the buying dentist needs a DEA registration for your location. State controlled-substance registrations are separate.

X-ray registrations

In Texas, DSHS Regulatory Guide 8.2 (revised February 2026) says a new certificate of registration is needed when the legal entity that holds it changes: the new owner applies, the previous owner asks to terminate the original, and DSHS reviews each change case by case, so confirm with its Radiation Section.

California's Facility Ownership Change guide (CDPH, 2024) says registrations do not transfer when ownership changes, which it signals by a change in taxpayer ID: the buyer files a new facility registration through the online Radiation Machine Registration portal, and you withdraw yours, which must be inactivated first.

In Florida, the seller notifies the Department of Health and the buyer registers the machine before using it (Fla. Admin. Code r. 64E-5.511, effective March 21, 2016; deadlines in step 9); confirm the ownership-change steps with the Bureau of Radiation Control.

Amalgam separator

Under the EPA dental amalgam rule (40 CFR 441.50(a)(4)), the new owner of an office subject to the rule must file a new One-Time Compliance Report with the Control Authority within 90 days after the transfer; confirm the form and filing method with yours. EPA says, as of March 2026, that the Control Authority is a local wastewater utility, a state agency or an EPA regional office, depending on location.

A separator installed before June 14, 2017 can be used by a new owner only until June 14, 2027, and only while it works and does not need replacing. After that, the office needs an amalgam separator that meets ISO 11143 or ANSI/ADA 108, or an equivalent device. Practices that only do orthodontics, periodontics, oral and maxillofacial surgery, prosthodontics, oral pathology or oral and maxillofacial radiology are outside the federal rule, and EPA's 2017 FAQ says states and cities can impose stricter requirements.

OSHA records

When an employer stops doing business, OSHA's rules require it to transfer covered employee exposure and medical records, including bloodborne pathogens records, to the successor employer, who must keep them; state-plan states may differ.

5. Plan the patient records and patient letters

Under the HIPAA Privacy Rule (45 CFR 164.501), “health care operations” include selling all or part of a practice to another covered entity, or to one that will become covered, and the due diligence for that sale. HIPAA's general ban on selling patient information without authorization excludes disclosures for such a sale (45 CFR 164.502(a)(5)(ii)(B)(2)(iv)).

In our reading, that does not open your charts to every prospective buyer: the minimum necessary standard and state record laws still apply. HHS Office for Civil Rights guidance (2003, last reviewed 2013) says disclosures for health care operations must be limited by policy to the minimum necessary. ADA guidance written for buyers puts chart review after the buyer signs an NDA. Have healthcare counsel decide what goes into the data room, and when.

An HHS Office for Civil Rights FAQ (2009, last reviewed 2013) says the HIPAA Privacy Rule sets no retention period for medical records and that state law generally governs how long they are kept.

How long dental records must be kept

General periods; Florida's applies when a practice closes or relocates. Other laws can require longer.
StateKeep records for
Florida4 years from last exam or treatment
Texas5 years from last treatment; minors to 21 if longer; orthodontic devices 7 years
New York6 years; minors also until 1 year past age 21
Illinois10 years

The ADA suggests that the sale contract require the buyer to keep existing patient records for at least 10 years, and says a seller who keeps the original records and gives the buyer copies has the best malpractice protection. State dental boards also set how records change hands and how patients are told:

  • Texas. A dentist leaving by retirement, sale or transfer must keep the records, transfer them in writing to the succeeding dentist, or sign a written records-maintenance agreement, and must notify the dental board in writing within 15 days of either agreement (22 Tex. Admin. Code §108.8(f), effective May 28, 2026).
  • Florida. Records of a dentist who terminates or relocates a practice may be kept by a successor-owner dentist. Within one month of terminating the practice, the dentist must publish a notice in the county's newspaper of greatest general circulation or post a prominent notice on the practice website (Fla. Admin. Code R. 64B5-17.001, effective June 25, 2024). The rule does not say whether a sale in which the buyer keeps the practice open counts as terminating, so confirm with counsel.
  • North Dakota. When another dentist assumes a practice, the departing or the assuming dentist must send written notice to all active patients (seen in the prior two years) naming the assuming dentist and explaining how far records are transferred (N.D. Admin. Code 20-02-01-08(1)(b), as amended April 1, 2026).
  • Georgia. Board rules make it unprofessional conduct to end the dentist-patient relationship, including closing an office permanently or for more than 30 days, without notice by certified mail at least 14 days before to patients treated within the preceding year (Ga. Comp. R. & Regs. 150-8-.01(q), effective February 20, 2024). The dentist who owns or holds the records sends it. Ask counsel whether your sale counts as ending the relationship.

6. Get a valuation and set the price

Start with the published ranges on what a dental practice is worth, which sets out SDE multiples, percent-of-collections figures and DSO EBITDA ranges with their sources. Then request a free valuation of your practice built on your own numbers, or estimate a range first.

Collections alone will not set the price. The ADA's 2013 valuation guide says a rule of thumb can help with quick, general decisions but should never be used to make the final determination of a practice's value. Henry Schein Dental Practice Transitions (2021) gives a hypothetical: two practices each collect $1,000,000, one at 50% overhead and one at 70%; a percentage-of-revenue rule of thumb values them the same, but the lower-overhead practice is significantly more valuable because it earns more.

A dentist buyer also has to be able to afford the price. The ADA's 2013 guide says a typical buyer expects the practice's revenue to cover all practice expenses, a reasonable salary for the buyer and the payments on the debt used to buy it. ADA guidance for buyers adds that “most banks will not lend more than 85% of the prior year's collections.”

If the buyer uses an SBA loan, the lender's valuation caps the debt. Under SOP 50 10 8.1, effective October 1, 2026, the lender must order an independent valuation from an accredited appraiser (ASA, CBA, ABV, CVA or BCA) and may not use one prepared for you or for the buyer; when the business purchase price is $350,000 or less and you and the buyer are not closely related, the lender may value the practice itself.

Debt for the business purchase, including any seller note not on full standby, is capped at that valuation. If the price is higher, the difference must be covered by equity, which can include a seller note on full standby: no principal or interest for the life of the 7(a) loan. If you own the building, the owner-occupied real estate is left out of the business valuation and appraised separately.

7. Negotiate the deal terms

If the dentist buying your practice uses an SBA 7(a) loan, SBA rules set several deal terms. The rules below apply to applications given an SBA loan number on or after October 1, 2026; applications submitted through September 30, 2026 stay under the previous version, SOP 50 10 8, and the lender confirms which applies to a file in process (SBA Information Notice 5000-880695, August 14, 2026).

SBA 7(a) rules for a practice sale under SOP 50 10 8.1

Effective October 1, 2026. Rows other than associate buyout and partial sale are Initial Acquisition rules (buyer not already an owner).
TermSBA rule
Buyer's equity10%+ of total project cost; no waiver in an Initial Acquisition
Seller note as equityFull standby only; up to half the required equity
Earn-outsNot allowed
You staying onConsultant only, up to 24 months in total
Associate buyoutSole owner sells 100% of the entity to a 24+ month employee: lender may reduce or waive equity
Partial saleKeeping under 20%: guarantee the full loan for 2+ years
AmortizationBusiness portion up to 10 years; real estate up to 25
Quality of earningsRequired at a $3M+ price, not counting owner-occupied real estate
Owners and guarantorsU.S. citizens or nationals living in the U.S.

If a dental practice that has operated at least two full fiscal years under its current ownership buys 100% of yours, the deal may qualify as a Business Expansion instead. The lender may then reduce or eliminate the 10% equity if the buyer is in the same four-digit NAICS industry group, did not show a negative net worth at its last fiscal year-end and has enough liquidity.

Your role after closing

An undated ADA career article describes a common arrangement in which the buyer purchases 100% of the practice and the seller stays on as a paid associate, often two or three days a week, usually for one to three years. The buyer's financing decides whether that works.

With an SBA 7(a) buyer in an Initial Acquisition, you may not stay on as an officer, director, stockholder or employee; the practice may contract with you as a consultant for up to 24 months in total under SOP 50 10 8.1. The SOP does not say whether a consulting arrangement can include treating patients, so confirm the structure with the buyer's lender before you plan a work-back.

DSO buyers often want the reverse. Attorneys writing about pediatric practices sold to DSOs, in the AAPD's Pediatric Dentistry Today (Q1 2026), say the seller will likely be required to keep working clinically, often for three or more years, that the buyer can usually end that employment, and that pay is likely lower though benefits may be better.

Holdbacks and seller notes

DSO buyers often hold back part of the price, paid only if profitability markers are met, according to the same AAPD attorneys. Before you agree to carry an SBA standby note, read the installment question in step 10.

Non-competes

The FTC's nationwide non-compete rule was set aside by a federal court and formally removed from the Code of Federal Regulations in February 2026. In our summary, that leaves non-competes in a dental practice sale and in associate contracts to state law, and the FTC can still challenge unreasonable ones case by case.

If you sell into a DSO-aligned practice, the ADA's guide (updated January 2021) says non-compete and non-solicitation terms commonly extend to other practices the DSO services; non-compete law varies by state and has changed in many states.

State non-compete rules for dentists

Summaries, not legal advice. Texas: covenants signed or renewed from September 1, 2025; whether it covers a seller's sale-of-practice covenant is unsettled. Confirm with counsel in your state.
StateRule
CaliforniaEmployee: void. Seller of goodwill: may agree not to compete in the area (B&P 16601)
MinnesotaEmployee or contractor: void if signed from 7/1/2023; sale of business: limited (Minn. Stat. 181.988)
TexasUnenforceable unless: buyout ≤ 1 yr pay; ends ≤ 1 yr after job or contract; 5 mi; clear in writing (Bus. & Com. 15.501)
ColoradoNo highly compensated exception for dentistry covenants (SB25-083; C.R.S. 8-2-113)

In California, SB 351 (effective January 1, 2026) voids clauses in private equity and hedge fund management or asset-purchase contracts that bar a dentist from competing after leaving the practice, but it expressly preserves “an otherwise enforceable sale of business noncompete agreement.”

8. Get through due diligence

Beyond the numbers in step 2, the ADA's tips for sellers list an equipment inventory with serial numbers, bills of sale, warranties and service records, documents proving regulatory compliance, and facility documents such as the lease and mortgage. Have the compliance files ready too:

  • OSHA's bloodborne pathogens standard (29 CFR 1910.1030) requires the Exposure Control Plan to be reviewed at least annually, training records to be kept three years, and employee medical records for the duration of employment plus 30 years; state-plan states may add rules.
  • CDC's infection prevention checklist for dental settings (October 2016 summary, web page dated May 2024) recommends written policies reassessed at least annually, a trained program coordinator, a spore test of sterilizers at least weekly and with every load containing implants, and current sterilizer logs. These are recommendations, not federal law, though state dental boards may adopt or add requirements.
  • Offices covered by the amalgam rule must keep separator inspection, container replacement, disposal and repair records for at least three years. Having them ready for the buyer is our suggestion, not a legal requirement of the sale.

Larger dental deals can also need advance notice to a state health agency or attorney general. New York's Department of Health has advised (FAQ revised March 2025) that dental practices are health care entities under Public Health Law Article 45-A, which requires written notice at least 30 days before closing (advance notice, not approval); deals adding less than $25 million of in-state revenue, counting related deals over a rolling 12 months, are exempt.

Since June 11, 2026, Washington (Chapter 19.390 RCW, as amended by ESHB 2548) requires 60 days' written notice to the Attorney General, plus a filing fee, for a deal that changes majority ownership or control of a group that contracts with insurers for seven or more licensed providers.

Oregon (ORS 415.500 and 415.501, 2025 edition) requires notice to the Oregon Health Authority at least 180 days before a covered transaction in which one party averaged $25 million or more in revenue over three fiscal years and another at least $10 million, counting nationwide revenue under the authority's guidance. Your counsel and the buyer's should check whether any of these, or a similar law in your state, applies to your deal.

9. Close and file the ownership-change notices

Federal and state agencies that oversee a dental office each run their own clock around the closing date, so set the date with the buyer's attorney once you know which apply in your state:

Deadlines around a dental practice closing

Federal rules apply in every state; the state rows are the states our research checked, and other states set their own steps. Confirm each deadline with the agency.
FilingDeadline
DEA controlled-substance transfer14+ days before, unless waived; inventory on transfer day
EPA amalgam report (new owner)Within 90 days after
Texas records agreementBoard notice within 15 days
Texas X-ray registrationDSHS should be notified within 30 days
California X-ray saleReport within 30 days
Florida X-raySeller 15 days; buyer 30 days and before use
Medi-Cal Dental successor liabilityPostmarked within 5 days
Texas Medicaid enrollmentWithin 30 calendar days
North Carolina MedicaidNotice 30+ days before
Iowa Medicaid (April 2024 letter)Asks for notice 60+ days before
Georgia patient letters (if relationship ends)Certified mail 14+ days before

Two of the Medicaid rows carry liability terms to review with counsel. In California, a buyer who uses successor liability to bill Medi-Cal Dental under your enrollment shares joint and several liability for your Medi-Cal liabilities. In Texas, the new owner must give TMHP a copy of the contract of sale stating who is liable for overpayments on dates of service before the change. North Carolina lets a buyer with its own new NPI apply up to a year ahead.

Decide in the purchase agreement who collects insurance receivables for treatment done before closing. Delta Dental of California's Notice of Sale of Practice form has an Assignment of Payments section for a buyer who purchases your accounts receivable. And check the practice name on the door: in Ohio, a practice may keep the selling dentist's name only while that dentist still practices there, for example during a transition period (Ohio Admin. Code 4715-13-02).

10. How is a dental practice sale taxed? Questions for your CPA

This is general information, not tax advice. These questions change what you keep from a practice sale, so raise them with your CPA before you sign a DSO's or a dentist buyer's letter of intent.

  • Am I selling assets or the entity? When a business is sold as a group of assets, the IRS generally treats each asset as sold separately: capital assets produce capital gain or loss, depreciable property used in the business and held more than a year produces section 1231 gain or loss, and inventory produces ordinary income or loss. When an owner sells the stock of a corporation instead, the IRS says the seller usually realizes capital gain or loss.

    Whether a buyer can take your entity's shares depends on your state's ownership rules (step 4), and in the ADA's description of a closely aligned DSO deal the clinical and non-clinical assets typically go to different buyers.

  • Is my professional corporation a C corporation? The dentist in Howard (below) practiced through one. The IRS says a C corporation's profit is taxed to the corporation when earned and again to shareholders when distributed as dividends, with no deduction for the dividends. A corporation generally recognizes gain or loss on a liquidating sale of its assets. S corporations and most LLCs are taxed differently.
  • How will the price be allocated? In an asset purchase of a business, if you and the buyer agree in writing on the allocation, IRC section 1060 makes it binding on both of you unless the IRS determines it is not appropriate. The Form 8594 instructions set out the residual method: cash comes first, goodwill and going concern value get whatever is left, and no other asset can be allocated more than its fair market value.

    In a typical asset sale of a practice, you and the buyer both report the allocation on Form 8594 with your returns for the year of sale. An article in the ABA's journal The Tax Lawyer (Spring 2025) describes the usual positions: sellers want more of the price in goodwill and other capital-gain assets, buyers more in the equipment with the fastest depreciation deductions. In a dental practice, that means operatory chairs, imaging units and a CAD/CAM mill.

  • How much depreciation recapture is in my equipment? Gain on depreciated equipment is taxed as ordinary income up to the depreciation allowed or allowable on it, including section 179 expensing and bonus depreciation, and capped at the gain. If you bought the practice and amortized its goodwill, gain up to that amortization could also be recaptured as ordinary income.
  • If I carry a note, can I report the gain as I am paid? Possibly: the IRS says a seller may be able to use the installment method when at least one payment arrives after the year of sale, though not for inventory. But depreciation recapture is reported in full in the year of sale even when you are paid over time (IRS Publication 537). Our inference from that rule: on an SBA full-standby note, you could owe tax on equipment recapture for the year of closing long before the note pays anything.
  • Do I have personal goodwill? In Howard v. United States, No. CV-08-365-RMP (E.D. Wash. July 30, 2010), aff'd, No. 10-35768 (9th Cir. 2011), a dentist practiced through his own professional corporation under an employment agreement and a non-compete with it. He and his wife reported $320,358 of long-term capital gain from selling goodwill in the 2002 sale; the IRS treated the goodwill as a corporate asset and the gain as a dividend.

    The district court ruled for the government, and the Ninth Circuit affirmed in an unpublished, non-precedential memorandum: his patient relationships could be called personal, but their economic value belonged to the corporation because his employment contract and non-compete had conveyed control of them to it.

    By contrast, in Martin Ice Cream Co. v. Commissioner (Tax Court, 1998), a case about an ice cream distributor rather than a dental practice, the majority shareholder's relationships with supermarket customers were never the corporation's assets because he had no employment contract or non-compete with it. If you own your practice through a corporation, ask your CPA and attorney whether the agreements you signed with it bear on your sale.

How long does it take to sell a dental practice?

A dental CPA quoted by ADA News in December 2024 said the sale process generally takes about a year; that is one advisor's estimate, not ADA data. Days on market is a narrower measure: dental practices sold on BizBuySell from 2021 to 2025 spent a median 215 days from listing to sale.

How long a dental practice sale takes, by measure

Days on market runs from listing to sale; about a year is one dental CPA's estimate of the whole process.
MeasureTimeSource
Whole sale process (one dental CPA)About a yearADA News
Median listing to sale, 2021 to 2025215 daysBizBuySell
Median listing to sale, 2025 (22 sales)199 daysBizBuySell

Add time for anything that waits on a regulator or a dental plan: the buyer's credentialing with each plan, a Medicaid enrollment, a new X-ray registration, or a state transaction notice for a larger deal (steps 4, 8 and 9). In California, the Medi-Cal enrollment division has up to 180 days to act on a dental provider application (June 2024 bulletin); that is the outer limit, not a typical processing time.

Sources

All sources accessed October 14, 2026.

  1. U.S. Small Business Administration, SOP 50 10 8.1, IRS Tax Transcript/Verification of Financial Information, October 1, 2026
  2. FOCUS Investment Banking, Maximizing Your Dental Practice Sale: A 2025–2026 Market Guide (whitepaper), March 2026
  3. Delta Dental, Notice of Sale of Practice, October 2024
  4. Texas Department of State Health Services, Regulatory Guide 8.2: Guidelines for Issuing Certificates of Registration Due to a Change in Name or Ownership, February 2026
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  6. Florida Department of State, 64E‑5.511 Registration of Radiation Machines, March 21, 2016
  7. Electronic Code of Federal Regulations, 21 CFR 1301.52 Termination of registration; transfer of registration; distribution upon discontinuance of business, September 9, 2014
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  9. Specialty1 Partners, Specialty1 Partners Expands Network Through New Joint Venture Partnership With Greater Waterbury Oral & Maxillofacial Surgeons, September 30, 2026
  10. U.S. Small Business Administration, SOP 50 10 8.1, Appendix 15: 7(a) Changes of Ownership, September 25, 2026
  11. Texas Secretary of State, Texas Register, April 3, 2026, Proposed Rules, Title 22: 22 TAC §108.8(f)
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  13. U.S. Oral Surgery Management, U.S. Oral Surgery Management Partners with Cottonwood Oral & Maxillofacial Surgery of Albuquerque, August 18, 2026
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  15. BizBuySell, Dental Practice Business Valuation Multiples & Financial Benchmarks
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  87. Internal Revenue Service, Instructions for Form 4562 (2025), April 30, 2026
  88. U.S. District Court for the Eastern District of Washington, Howard v. United States, No. CV‑08‑365-RMP, Order Denying Plaintiffs' Motion for Summary Judgment and Granting Defendant's Motion for Summary Judgment (Document 36), July 30, 2010
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  90. BizBuySell, BizBuySell Insight Report - Data Tables (Closed Small Business Transaction Metrics by Sector for the Full-Year 2025)

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