7 Common Legal Mistakes to Avoid When Buying a Dental Practice

Buying a dental practice is a high-stakes decision that demands more than a quick glance at numbers or equipment. Beneath the surface lies a web of contracts, legal obligations, and potential risks. Without proper legal insight, what looks like a smart investment could quickly turn into a costly mistake. Here’s what you need to know before you sign.

1. Failing to Conduct Thorough Due Diligence

This is where most buyers slip up.

Too often, buyers focus on the equipment, location, and patient charts. But what about the things you can’t see right away?

Here’s what gets missed:

• Tax history and financial performance
• Pending lawsuits or liabilities
• Employee agreements and obligations
• Real patient numbers versus projections

Skipping legal due diligence leads to bad surprises. You might find out later that the practice owes money, or that patient numbers were inflated.

Don’t rely on surface numbers. Get the full picture. If there’s one place to take your time, it’s here. Many of the most costly practice purchase pitfalls stem from rushing this step or trusting the seller’s word without verification. Protect your interests with facts, not assumptions.

2. Overlooking Practice Ownership Structure and Entity Formation

Adopting a practice is more than just shaking hands. Everything from taxes to your liability in legal proceedings is impacted by the structure of your business.

Must you purchase the assets? Or should you purchase a stake in the current company? It makes a difference, and it counts.

• Purchasing assets enables you to eliminate obligations.
• Entity purchases often include past baggage.

Some buyers assume the structure is already sound. Don’t assume. Get clarity. Understand what you’re stepping into, not just what you’re getting.

This is a step where having dental practice lawyers can make all the difference.

3. Ignoring the Terms of the Asset Purchase Agreement (APA)

The APA is not just paperwork. It’s your contract. It spells out exactly what you’re buying and what you’re not.

Miss a clause? It could cost you thousands.

Look out for:

• Non-compete clauses that are too weak (or too strong)
• What happens to accounts receivable
• Who’s responsible for existing debts
• Equipment warranties

Many new owners think these documents are “standard.” They’re not. They’re written to protect the seller.

4. Not Reviewing or Negotiating Existing Leases and Contracts

You may be buying the business, but what about the building?

Most dental offices are leased. And those leases often come with strings:

• Hidden fees or property repairs you must pay for
• Long-term terms that limit flexibility
• Automatic renewal clauses
• Restrictions on signage or renovations

And don’t forget the service contracts, equipment, software, and waste disposal. These can be overpriced or outdated.

Review every line before signing. Even better? Negotiate. This is your chance to set things right from the start.

This is often where having an attorney saves time, money, and stress.

5. Failing to Verify Regulatory Compliance and Licensure

Dental practices are regulated at multiple levels: federal, state, and local. If the seller has cut corners, you could inherit that problem.

Check for:

• Active licenses and permits
• HIPAA compliance
• OSHA safety standards
• DEA registration

This isn’t just red tape. If the office is out of compliance, you may face penalties or even be shut down. That’s not the kind of surprise anyone wants on day one.

When in doubt, get help. A professional can guide this part with confidence and make sure all boxes are checked.

One overlooked item here could cost more than the entire legal process itself. That’s why smart buyers consult a dental acquisition lawyer in Tulsa before anything gets signed.

6. Underestimating the Importance of Employee Transition Issues

The team is part of the practice’s success. But when ownership changes, tension often follows. Staff may worry about job security, benefits, or changes in routine.

Poor transitions can lead to:

• High turnover
• Low morale
• Patient dissatisfaction
• Disrupted workflows

Protect your future by being clear and respectful. Make offers in writing. Keep the tone positive.

Review:

• Employment agreements
• Vacation time owed
• Benefit plans
• Any past HR issues

Transparency and care go a long way. This is where your leadership matters most.

7. Skipping Legal Representation or Relying Solely on Brokers

• Brokers are helpful. They connect buyers and sellers. They know the market. But they don’t work for you alone.
• Their goal is to close the deal. Yours is to protect your future. That’s not always the same thing.
• What you need is independent legal advice. Someone who reviews contracts, checks compliance, and protects your interest, not the sale.
• A good attorney for dentists will catch what others miss. They’ll ask the tough questions. They’ll slow things down when needed.
• Even if the process feels simple, don’t go in without your own legal support.

Final Thoughts

Protect your future by planning with care and clarity. Buying a dental practice should feel exciting, not overwhelming. For trusted guidance every step of the way, reach out to Aaron Bruner, Attorney at Law. Make smart choices now, so you can focus on building the thriving practice you’ve worked hard for. Book your consultation today and move forward with confidence.