Short answer: most dental practice sales are structured as asset sales — the buyer purchases the practice’s assets rather than the legal entity — but stock (or entity) sales do happen, especially with DSOs and corporations. The choice affects taxes and liability for both sides, and buyer and seller often prefer opposite structures, so it’s a negotiated decision to make with your advisors.
What’s the difference?
In an asset sale, the buyer purchases the individual assets of the practice — goodwill, equipment, patient records — but not the legal entity itself. In a stock (or entity) sale, the buyer purchases the ownership of the entity, and everything inside it (assets and liabilities) comes along. Most dental transactions are asset sales; stock sales appear more with corporations and some DSO deals.
Why do buyers usually prefer asset sales?
- A “stepped-up” tax basis in the assets, which can create future depreciation deductions.
- They generally avoid inheriting the entity’s unknown past liabilities.
- They can pick which assets and liabilities to take on.
Why might a seller prefer a stock sale?
- Potentially more of the gain taxed at favorable capital-gains rates.
- A cleaner exit from liabilities that transfer with the entity.
- Sometimes simpler when contracts or licenses are hard to reassign.
How does this affect your net?
Significantly. The structure influences how much of your proceeds are taxed at capital-gains vs. ordinary rates and what liabilities you leave behind — both of which flow straight into your real cash in hand. Two offers at the same headline price can net you very different amounts depending on structure, which is why this is a decision to plan, not to accept off the shelf.
Frequently asked questions
Most dental practice sales are asset sales, where the buyer purchases the practice’s assets rather than the legal entity. Stock (entity) sales occur too — more often with corporations and some DSO transactions. Buyers usually prefer asset sales for tax and liability reasons; sellers sometimes prefer stock sales.
It depends on your entity, the tax allocation, and the liabilities involved. Stock sales can offer more favorable capital-gains treatment and a cleaner exit from liabilities, while asset sales are more common and often what buyers require. Because it affects your after-tax proceeds, model it with your CPA and attorney before agreeing.
Sources
Founder & Financial Planner · Investment Adviser Representative · Series 63 & 65
Ian McGinnis is the founder of Dental Wealth Partners and a fee-only financial planner dedicated to dentists. As an investment adviser representative (Series 63 and 65), he built the firm to give dentists coordinated, fiduciary advice across their practice, taxes, investments, retirement plans, and long-term goals — the whole picture in one strategy. A graduate of Belhaven University, Ian previously worked at Davis Private Wealth, MML Investors Services, and Northwestern Mutual, and is based in the Jackson, Mississippi area. He is the author of The Wealthy Dentist and hosts the Smiles & Cents podcast.
Keep reading
- How is the sale of a dental practice taxed?A practice sale is taxed as a mix of capital gains and ordinary income, driven by how the price is allocated across assets. What dentists should plan for.
- How much will I actually pocket when I sell my dental practice?The sale price isn’t what you keep. How to estimate your real “cash in hand” after taxes, debt payoff, fees, and deal structure.
- How to evaluate a DSO or private-equity offerA framework for dentists weighing a DSO or private-equity offer — understanding deal structure, after-tax proceeds, and life after a sale.