Selling a veterinary practice is often the culmination of many years of work. Preparing properly before marketing the practice can make a significant difference to the price achieved, the speed of the transaction, and the level of disruption to the business.
Taking legal and professional advice early allows issues to be identified and addressed before a buyer is found, rather than under pressure later.
Preparing your veterinary practice for sale
Buyers will expect clear, accurate, and well-organised information. Before marketing, sellers should review:
- Business structure and ownership
- Employment and associate arrangements
- Property ownership or lease terms
- Financial performance and compliance records
Any uncertainty or gaps in these areas can lead to delays or renegotiation.
Using a specialist veterinary practice agent
Many sellers instruct a specialist agent to market their veterinary practice. Experienced agents act as intermediaries, assist with negotiations, and prepare a memorandum of sale setting out key commercial terms. While not always legally binding, this document helps keep the transaction on track.
Exclusivity, deposits, and heads of terms
Buyers may request an exclusivity period during which the practice is withdrawn from the market. Sellers will often agree to this in return for a deposit. The circumstances in which a deposit is retained or returned should be clearly documented to avoid dispute.
Business structure and documentation
Before marketing, it is important to ensure that shareholders’ agreements, partnership agreements, and ownership records are up to date. Practices often evolve over time, and informal arrangements can cause issues during due diligence if not properly documented.
Employment, associates, and TUPE
Employment and associate arrangements are a key focus for buyers. Contracts, restrictive covenants, and any historic disputes should be reviewed early.
Where a practice is sold by way of an asset sale, employees will usually transfer to the buyer under TUPE regulations. A notification and consultation process is required, and careful planning is essential to avoid non-compliance.
Property considerations when selling a veterinary practice
Property issues frequently delay sales. Preparation may include:
- Reviewing freehold title, planning, and repair obligations
- Checking lease terms, break clauses, and landlord consent requirements
- Deciding whether to sell the freehold or retain it as an investment and grant a lease to the buyer
- Surveys and searches may also be required, particularly where lender funding is involved.
Structuring the sale – asset sale or share sale
The structure of the sale affects tax, risk, and liability. In a share sale, the buyer acquires the company and all associated liabilities. In an asset sale, the risk relating to the practice’s historic operations usually remains with the seller.
We always advise our clients to seek trusted tax advice alongside theirlegal advice.
Deferred consideration and post-sale involvement
Sellers should consider how and when they will be paid. This may include deferred payments, earn-outs, or a requirement for the seller to remain working in the practice for a period post-completion.
Preparing for due diligence
Buyers will carry out detailed legal and financial due diligence. Having documentation prepared in advance helps maintain momentum and reduce stress once a buyer is found.
Legal costs of selling a veterinary practice
As a general guide, straightforward asset sales may fall within the region of £6,500 – £10,000 plus VAT and disbursements, whereas more complex share sales may be in the region of £13,000 – £16,000 plus VAT and disbursements.
Fixed fees can usually be agreed upon following an initial review. If you are ready to seek legal support on your transaction, then please do reach out to our head of Corporate and Commercial Law, Ben Ironmonger.
Contact Scott Bailey today
Our expert team of corporate and commercial veterinary solicitors regularly advises vets and practice owners on the sale of veterinary practices, from early preparation through to completion. Our team also handles the commercial property aspects of practice sales, helping to keep transactions streamlined and coordinated. Visit our healthcare pages for more information on the legal services for healthcare businesses.
