What is the difference between a share sale and an asset sale of a dental practice?

In a share sale you sell the shares in the company that owns the practice, so the business continues unchanged with its contracts, registrations and liabilities intact. In an asset sale you sell the components of the business — goodwill, equipment, patient records — and the buyer puts them into their own entity. A share sale is only possible if the practice is incorporated.

Does an NHS dental contract transfer automatically in a sale?

No. A GDS contract cannot simply be assigned to a buyer. In an asset sale it is usually handled by the partnership route, where the buyer joins the existing contract as a partner and the seller retires from it a few months later, all with the commissioner’s agreement. In a share sale the contract stays inside the company, so no transfer is needed, but the commissioner’s consent to the change of control is still required.

Does TUPE apply when a dental practice is sold?

It depends on the structure. In an asset sale the business changes hands, so TUPE applies and your staff transfer to the buyer on their existing terms with their continuity of service preserved. In a share sale the employing company itself is unchanged, so TUPE is not engaged — employment simply continues, with the same protection in practice.

Which structure is better for the seller?

For most incorporated sellers a share sale is cleaner and often more tax-efficient, because the gain sits with the shareholder and may qualify for Business Asset Disposal Relief. An asset sale can leave a gain inside the company and a second tax charge on getting the money out. The right answer depends on your own circumstances and needs an accountant’s view before heads of terms are signed.

DEAL STRUCTURE

Share sale or asset sale?

It sounds like a technicality for the lawyers. In fact it is one of the earliest decisions in a sale and it quietly determines what happens to your NHS contract, your CQC registration, your team and your tax bill.

Written by Antonia O'Hanlon, Founder, Quantum MedixLast reviewed 11 August 2026

The two structures, briefly

In a share sale, you sell the shares in the limited company that owns the practice. The company carries on exactly as before — same contracts, same registrations, same bank details, same employer — it simply has a new owner. This is only available if the practice is incorporated.

In an asset sale, you sell the business in parts: goodwill, equipment, fixtures, stock and patient records. The buyer places those into their own company. The original entity is left behind, along with anything the buyer chose not to take.

The distinction matters because a share sale moves the owner, while an asset sale moves the business. Almost every practical difference below follows from that one idea.

What happens to your NHS contract

This is usually the deciding factor for a mixed or NHS practice, and it is where deals most often stall. An NHS dental contract is not a piece of property you can sell alongside the chairs. A GDS contract expressly prohibits assigning it.

In a share sale, the contract never moves — it stays with the company that holds it. That is a genuine advantage, but not a free pass: the commissioner's consent to the change of control is still needed, and it is a condition you should expect to see in the contract.
In an asset sale, the contract has to be dealt with by the partnership route. The buyer is added to the existing contract as a partner at completion, then the seller retires from the partnership a few months later, leaving the buyer holding it. It works, but it runs to the NHS's timetable and notice requirements rather than yours.
A PDS contract is harder still. Personal Dental Services contracts are personal to the contractor and contain no transfer procedure, so any change depends on the commissioner formally agreeing — with no guarantee that they will.

There is one trap worth checking before you go anywhere near the market. If you incorporated at some point and moved the practice's goodwill into your company, but the GDS contract stayed in your personal name, you may already be in breach of the contract — and a buyer will inherit that risk, price it, or walk. Many owners and some advisers are unaware of it. If that sounds like it might describe you, have someone check the contract-holder position now rather than during due diligence.

What happens to your CQC registration

CQC registration attaches to the provider, the location and the regulated activities. It cannot simply be handed over.

In a share sale the registered provider is the company, and the company has not changed, so registration continues — though changes such as new directors or a different nominated individual must be notified. In an asset sale the incoming provider has to hold its own registration before it can lawfully carry on the regulated activity, so the buyer applies during the transaction. The CQC treats this as a sale and transfer and expects the outgoing and incoming applications to be made at roughly the same time so it can link and assess them together, which keeps care continuous.

The practical consequence is scheduling. Where a buyer needs new registration, that application often sets the real completion date, and lenders typically treat it as a condition of releasing funds.

What happens to your team

Your staff are protected either way, by two different mechanisms. In an asset sale the business changes hands, so TUPE applies: employees transfer to the buyer on their existing terms and conditions with their continuity of service intact. In a share sale the employing company is unchanged, so TUPE is not engaged at all — employment simply continues, because nobody's employer has moved.

Associates are a separate question, since they are usually self-employed contractors rather than employees. Their agreements need to be looked at on their own terms, and in an asset sale they may need to be re-papered with the new entity.

What happens to liabilities

A share sale hands over the company as it stands, including its history — past tax, employment matters, contractual commitments and anything unresolved. That is why buyers do deeper due diligence on a share sale and ask for more warranties and indemnities.

An asset sale lets a buyer take what they want and leave the rest, which is cleaner for them and means the leftover obligations stay with you and your company after completion.

What happens to your tax

This is where the two routes diverge most sharply for the seller, and it is the reason structure should be settled before heads of terms rather than after.

In a share sale the gain belongs to you as shareholder, and may qualify for Business Asset Disposal Relief if the conditions are met throughout the two years to disposal — broadly, a trading company, at least 5% of the ordinary share capital and 5% of the voting rights, and officer or employee status. In an asset sale where the company owns the assets, the gain arises inside the company, and getting the proceeds out to you personally can trigger a second charge. Two transactions at the same headline price can therefore leave very different amounts in your hand.

The rates and conditions attached to Business Asset Disposal Relief have been changing in recent years, so treat the above as the shape of the question rather than the answer, and get your accountant's view on your own position early. Nothing on this page is tax or legal advice.

So which one applies to you?

If your practice is incorporated, a share sale is usually the cleaner route: the NHS contract stays put, registration continues, and the tax treatment is often kinder. If you trade as a sole trader or partnership, an asset sale is the default, and the NHS contract will need the partnership route.

If you are a year or more away from selling, this is worth planning rather than discovering. A contract sitting cleanly inside a company with a trading history behind it presents less risk to a buyer than one that has to be restructured as a condition of the sale — and buyers price risk.

How we handle it

We buy both ways and we will tell you plainly which structure we think fits your situation and why, including where it favours you rather than us. Because we are the buyer rather than an intermediary, the regulatory work runs alongside our own diligence instead of waiting for a chain of parties to line up, and you deal with the same people from first conversation to completion.

Where we stand, so you can weigh this

Quantum Medix acquires dental practices, so we are a buyer and not a neutral adviser. We have written this to be accurate and useful whether or not you ever speak to us, including where the honest answer does not suit us. If another dentist buying your practice outright is the better option for you, we will say so.

We should also be clear about what we can buy. Our model needs a practice that is already associate-led, or one that could become associate-led on a sensible timescale with a plan we both believe in. If you are the practice — most of the clinical work is yours and there is no realistic route to that changing — we are not the right buyer, and we would rather tell you that in the first conversation than the fourth.

This is general information rather than legal, tax or financial advice: before you commit to anything, take your own advice from a solicitor and accountant who work in dentistry regularly. If you spot something here you think is wrong, tell us at partners@quantummedix.com and we will correct it.