Dental Practice Sale and Acquisition Attorney in Florida

Selling or buying a Florida dental practice

Overview

Selling or buying a Florida dental practice is a six- to seven-figure transaction with regulatory, lease, employment, and tax implications that templates don’t capture. I handle the entire deal, from the first non-binding LOI through closing, and I structure it so the things that matter twelve and twenty-four months later are protected today.

What I handle

Letters of intent (LOIs) and memoranda of understanding
Asset purchase agreements (APAs) and stock / membership-interest purchases
Associate and partner buy-in agreements
Transition services and post-closing clinical engagement
Commercial-lease assignment, modification, or new lease negotiation
Employment, restrictive-covenant, and clinical-staff transitions

Common pitfalls I plan around

Non-compete language that’s overbroad on the seller side or unenforceable on the buyer side
EBITDA add-backs that look defensible until a buyer’s diligence team disputes them in month four
Lease assignment terms that hand the landlord leverage over the deal

Who this is for

Florida dentists selling a solo or group practice, associates buying in or buying out a retiring owner, and dentists acquiring a second location. Most of my dental work involves practices in the $500K to $5M range, where the deal is large enough to need careful documents and small enough that every term affects the owner personally.

Selling a dental practice in Florida

A dental practice sale starts well before a buyer sees the numbers. I prepare the financials and the add-backs a buyer’s diligence team will test, check the lease for assignment terms, and set price, structure, exclusivity and your transition period in the letter of intent. Before closing, the non-compete is fitted to the practice (for a selling dentist, 3 years or less is presumed reasonable, s. 542.335(1)(d)3, Fla. Stat.), the patient-record notice is planned, and the X-ray transfer is reported within 15 days (s. 404.22, Fla. Stat.; F.A.C. 64E-5.511). For the sale process in general, see business sale attorney in Florida.

Buying a dental practice in Florida

Buying a dental practice, a second location or a retiring owner’s interest turns on what due diligence finds: collections and payor mix, equipment, the lease, staff agreements and open liabilities. Only a dentist or a dentist-owned professional entity may own the practice (s. 466.0285, Fla. Stat.), so the buying entity is set up first. I negotiate the letter of intent so exclusivity and the diligence period fit your financing, then the purchase agreement’s representations, indemnification and holdbacks. After closing, each X-ray machine is registered within 30 days and before use (s. 404.22, Fla. Stat.; F.A.C. 64E-5.511). For acquisitions in general, see business acquisition attorney in Florida.

Florida rules that shape a dental deal

Who may own the practice. Florida allows only a licensed dentist, or a professional corporation or limited liability company composed of dentists, to own and operate a dental practice (s. 466.0285, Fla. Stat., as of October 2026). A non-dentist can own a company that provides non-clinical support services under a management services agreement, but the practice itself stays under a dentist’s control.

Non-competes. Dentist covenants are governed by s. 542.335, Fla. Stat. When a dentist sells a practice, a restriction of 3 years or less is presumed reasonable and more than 7 years unreasonable; for an associate, 6 months or less is presumed reasonable and more than 2 years unreasonable (s. 542.335(1)(d)1 and 3). Florida’s CHOICE Act does not apply to dentists, because it excludes licensed health care practitioners (ss. 542.43 and 456.001(4), Fla. Stat., as of October 2026).

X-ray equipment. The buyer registers each dental X-ray machine with the Department of Health within 30 days of acquiring it and before using it, and the seller reports the transfer within 15 days (s. 404.22, Fla. Stat.; F.A.C. 64E-5.511).

Patient records. The records owner, usually the selling dentist, notifies patients by newspaper or prominent website notice within one month and tells the Board who now holds the records (s. 456.057, Fla. Stat.; F.A.C. 64B5-17.001, as of October 2026). Dental records are kept at least 4 years from the last examination or treatment (F.A.C. 64B5-17.002).

Occupancy cost. Rent for commercial real property is no longer subject to Florida sales tax or local surtax for rental periods beginning October 1, 2025 (Department of Revenue TIP 25A01-04, July 24, 2025), which changes the occupancy-cost line in a deal model built on older leases.

Before the first call

Having these ready makes the first conversation more useful:

Profit and loss statements and tax returns for the last three years
Production and collections by provider
The office lease and any amendments
Associate, hygienist and staff agreements
The equipment list, including each X-ray machine and its registration
Any broker agreement or letter of intent you have received

Questions owners ask

What does a dental practice sale attorney do?

A dental practice sale attorney negotiates the letter of intent, runs or answers due diligence, drafts the purchase agreement and closing documents, and handles the Florida steps that come with a change of ownership: the non-compete, the patient-record notice and the X-ray registration. The attorney works alongside your broker and CPA.

How much does a dental practice attorney cost?

Flat-fee engagements are available for most transactions; fees are quoted per matter after a scoping call. Cost depends mainly on the structure, the amount of due diligence and the number of documents and parties.

Can a non-dentist buy my practice?

Not directly. Florida limits ownership of a dental practice to licensed dentists and dentist-owned professional entities (s. 466.0285, Fla. Stat.). Non-dentist investors usually participate through a management company that handles non-clinical services.

How long can a non-compete run after I sell?

When a dentist sells a practice, Florida presumes a restriction of 3 years or less reasonable and more than 7 years unreasonable (s. 542.335(1)(d)3, Fla. Stat.). The area and scope still need to fit the practice.

Who keeps the patient records after closing?

The records owner notifies patients within one month and tells the Board who holds the records (s. 456.057, Fla. Stat.; F.A.C. 64B5-17.001). The purchase agreement says how the records move and who is responsible for them.

Do I need to register the X-ray equipment again?

Yes. The buyer registers each machine within 30 days of acquiring it and before using it, and the seller reports the transfer within 15 days (s. 404.22, Fla. Stat.; F.A.C. 64E-5.511).

Should I sign the letter of intent before talking to a lawyer?

It is better not to. Economic terms lock at the LOI stage and later documents rarely change them, so exclusivity, the diligence period and the binding provisions are worth setting deliberately before you sign.

How are fees set?

Flat-fee engagements are available for most transactions; fees are quoted per matter after a scoping call.

How a deal moves from first call to closing

Pre-LOI (2–6 weeks)

Valuation by your CPA or a valuation professional, broker engagement (optional), buyer screening, initial financial normalization. Most leverage exists here: set the foundation that the LOI then captures.

LOI (1–2 weeks)

Letter of intent negotiation. Economic terms lock here; later documents rarely change them. Set exclusivity, diligence period, and binding-vs-non-binding provisions deliberately.

Due Diligence (4–8 weeks)

Financial diligence (EBITDA add-backs, A/R quality), legal diligence (lease, employment, restrictive covenants), clinical diligence (patient retention assumptions, equipment condition). Surprises here re-open the LOI economics.

Definitive Agreement (3–5 weeks)

APA or stock purchase agreement drafting and negotiation. Allocation of price, indemnification scope, employment of selling dentist, non-compete terms, lease assignment, and transition support all land here.

Closing (1 day)

Funds wire, document signing, license and registration filings, lease-assignment signing, transition plan goes into effect. Often coordinated alongside the SBA-financing draw.

Post-Closing (3–24 months)

Seller transition (typically 3–12 months), earn-out monitoring if applicable, integration of staff and patient communications, and tail-end indemnification windows.

Gabriela Flores

I had an absolutely amazing experience with Erik. He is not only a competent lawyer but is a pleasure to work with. He gets what you need done, and more, with zero hassle or stress. I highly recommend placing your trust in him if you’re looking for a dental lawyer.

Richard Rampi

I have successfully worked with Atty. Newton in orchestrating an Operating Agreement to govern a partnership for my dental practice in Orlando. There have been other matters that have come up since then which have been completely and professionally resolved. I have always found Mr. Newton to be very knowledgeable, responsive, and genuinely interested in an amicable outcome. I highly recommend Newton’s Law for their legal services. Richard C. Rampi, DMD

First Dental

Excellent Experience with Newton’s Law PA I recently had the opportunity to rely on the services of Newton’s Law PA and was extremely pleased with the experience. From the first contact, Erik demonstrated a professionalism and technical knowledge that left me confident in the choice. Erik is highly qualified and dedicated, always willing to go the extra mile to ensure his clients are well-informed and comfortable throughout the process. The attention to detail and personalized approach are just some of the qualities that make it stand out. In addition, the communication was always clear and efficient, ensuring that all my doubts and concerns were promptly answered. It is evident that customer satisfaction is a priority for Newton’s Law PA, and this is reflected in every interaction. I strongly recommend Newton’s Law PA services to anyone seeking quality legal assistance.