Due Diligence Pack
Once a practice is under offer the seller needs to commence probably one of the most time consuming tasks of the sale and gather and collate information which will form a due diligence pack.
This information is used to respond to all of the questions and queries from a buyer’s solicitor and without it the sale will not proceed. If you are considering selling or buying a practice this brief guide will show the kind of information required. Some sellers prefer to work with an independent consultant who can collate this information for them.
If the property is Freehold:
The registered title of the property
Details of any development proposals (floor plans, planning consents, development costs, etc)
- Energy Performance Certificate
- Fire Risk Assessment
- Asbestos Survey
Advise where the Title Deeds are held
If the property is Leasehold:
Copy of the registered title
Full copy of the lease
Full contact details for the landlord or the landlord’s solicitors
Latest service charge information, insurance premium requirements and rent receipts should be assembled
Brief history of the practice, how long has it been owned by the seller.
CQC compliance status, date of last CQC inspection and any findings, details of any current enquiries.
If a mixed or NHS practice a full copy of GDS/PDS contract.
End of year statement of activity for previous year and monthly pay statements to date.
Details of any contract shortfall – current and previous year .
Details of patient income: How many patients on the roll / how many are ‘live’ i.e. print out of patient list of those who’ve visited in last 18 months and in what form are these records held
Opening hours Reason for sale i.e. retiring etc, details of what propose to do in dental field post sale
A list of all equipment that is to be included in the sale.
All HP agreements, loan and other financial documents relating to equipment should be assembled.
A full list of all employees, together with employee contracts should be assembled. Likewise contracts for associates, hygienists and any other dental healthcare professionals associated with the practice. In addition a full list of any ancillary staff (gardeners/cleaners etc.)
Details of any employee dismissals/suspensions/disciplinary procedures/warnings in past year
Details of any claims by employees (past or present) made or anticipated in respect of employment, personal injury, unlawful dismissal, breach of contract, any form of discrimination etc
Provide evidence of GDC registrations of all nurses, dentists and hygienists and if not registered full details of the progress of their registration
Confirmation of all employees Hepatitis B vaccinations
Have any associates left the practice in the last 12 months, are there any claims outstanding with any associate, any claims of negligence or complaints by patients against the Associates in past 24 months
Last 3 years’ accounts – FULL Accounts including Accountants details and balance sheet – ideally no more than 6 months old
Management accounts since the date of the last formal accounts if available.
Split of income between private, NHS, insurance, capitation schemes and specialist work.
All insurance policies relating to the Practice e.g. employers liability including professional indemnity insurance
Any reportable accidents or injuries over the last five years
Any circumstances which may give rise to an insurance claim not yet notified to insurers
Any claims notified but not yet paid
Any refusals or withdrawals of insurance cover in the last three years
Any current litigation or disputes