Buying or selling a dental or medical practice in Ontario means working inside the professional-corporation rules the colleges impose — the voting shares have to be held by a licensed member, and for dental practices, a holding company can't own them at all. Layer in a Certificate of Authorization, patient-record obligations, and college approval, and this is the longest-running deal type in the program, by design.
Part of Healthcare & Wellness — see the family overview.
Every figure below is a typical Canadian deal-market pattern, not a valuation — use it to sanity-check what you're being told.
| Metric | Typical benchmark | Use this to |
|---|---|---|
| Volume versus value | This is a lower-volume, higher-value category compared to most main-street businesses — fewer deals happen, but each one typically represents a meaningful practice with an established patient base.† | Expect a more involved, longer diligence process than a typical small-business sale, proportional to the value involved. |
| Share ownership is legally restricted | Voting shares of the professional corporation must be held by a licensed member of the relevant college — for dental practices specifically, ownership by a holding company isn't permitted at all.† | Confirm the buyer's own licensing status and eligible ownership structure before you go any further. |
| Timeline is college-driven, not deal-driven | Closing timelines in this category are set largely by how long the college takes to process the Certificate of Authorization and related approvals, not by how quickly the parties themselves can agree.† | Set closing-date expectations around the college's own timeline, not a generic small-business closing window. |
| Associate and non-solicitation terms shape ongoing value | Associate agreements and non-solicitation terms with departing or continuing dentists and physicians materially affect how much of the practice's patient base and revenue actually continues after the sale.† | Weigh associate continuity and non-solicitation strength as heavily as the headline price. |
Voting shares of a professional corporation must be held by a licensed member of the relevant college — for a dental practice, a holding company cannot hold them at all — which sets the entire ownership structure available to a buyer before price is even discussed.
A new or updated Certificate of Authorization is a standard closing condition, and the college's own processing timeline is usually the single biggest driver of how long the deal takes overall.
Patient records are transferred under the province's health-privacy rules for health information custodians — this is a distinct legal obligation on top of ordinary business due diligence, not an extension of it.
The same sequence underlies almost every dental or medical practice deal — what changes from deal to deal is how long each step takes, and which one becomes the bottleneck.
Reaching an agreement
The offer sets price and key terms — for a dental or medical practice it should build in the conditions that actually matter from day one, not just financing.
usually 1–2 weeks†The APS fixes price, structure — asset or share — and closing date, plus the reps, warranties, and holdbacks that protect you if diligence turns up something different than promised.
1–3 weeks to negotiate†Professional-corporation share rules, Certificate of Authorization, Patient records (PHIPA), Associate agreements, College approvals all start moving at once, on separate clocks — this is usually where dental or medical practice deals are won or lost.
often the critical path†Getting to closing
Corporate, PPSA lien, and litigation searches confirm what you're actually buying; we chase down licence standing and records the seller doesn't always have to hand.
2–4 weeks, in parallel†Funds, keys, and signed documents change hands, alongside any inventory count and interim authorizations that bridge the gap until final transfers are confirmed.
1 day, once conditions are met†We track final licence confirmation and the staff transition through to completion — nothing is left for you to chase once the deal is done.
1–2 week tail†This is the first real decision in almost every dental or medical practice deal — and it changes what you're buying, what you're taking on, and how it's taxed.
| Question | Asset purchase | Share purchase |
|---|---|---|
| What you buy | In the rare case an asset structure were used, the practice's equipment, patient records, and goodwill — but this isn't how professional-corporation practices are typically sold. | The shares of the professional corporation itself — the practice, its patient relationships, its assets, and its liabilities. |
| Who can hold the shares | Not applicable to an asset purchase in the same way, though professional licensing requirements would still govern who can operate the practice day to day. | Voting shares must be held by a licensed member of the relevant college; dental practices specifically cannot have a holding company as a shareholder. |
| Certificate of Authorization | Would still be required to authorize the practising entity — this document exists regardless of structure. | A new or updated certificate is required to reflect the change in ownership — a standard, near-universal closing condition. |
| Patient records (PHIPA) | Custodianship rules would apply the same way under either structure — the framework governs the records, not the deal structure. | Transfer of custodianship is governed by health-privacy rules for health information custodians, handled as part of the sale. |
| Associate agreements | Would need individual review and consent in an asset structure, adding complexity most sellers prefer to avoid. | Existing associate and non-solicitation agreements are reviewed for how they continue, or need updating, under the new ownership. |
| Tax angle | Generally less tax-efficient for the seller in this category, which is part of why it's rarely used. | Seller may access the lifetime capital gains exemption on qualifying shares — a significant driver of why share structure is preferred here. |
| Typical use in a dental/medical practice deal | Uncommon for a full practice sale — occasionally seen for a partial asset purchase rather than a whole-practice transaction. | The standard structure for buying or selling an established dental or medical practice in Ontario. |
In the rare case an asset structure were used, the practice's equipment, patient records, and goodwill — but this isn't how professional-corporation practices are typically sold.
The shares of the professional corporation itself — the practice, its patient relationships, its assets, and its liabilities.
Not applicable to an asset purchase in the same way, though professional licensing requirements would still govern who can operate the practice day to day.
Voting shares must be held by a licensed member of the relevant college; dental practices specifically cannot have a holding company as a shareholder.
Would still be required to authorize the practising entity — this document exists regardless of structure.
A new or updated certificate is required to reflect the change in ownership — a standard, near-universal closing condition.
Custodianship rules would apply the same way under either structure — the framework governs the records, not the deal structure.
Transfer of custodianship is governed by health-privacy rules for health information custodians, handled as part of the sale.
Would need individual review and consent in an asset structure, adding complexity most sellers prefer to avoid.
Existing associate and non-solicitation agreements are reviewed for how they continue, or need updating, under the new ownership.
Generally less tax-efficient for the seller in this category, which is part of why it's rarely used.
Seller may access the lifetime capital gains exemption on qualifying shares — a significant driver of why share structure is preferred here.
Uncommon for a full practice sale — occasionally seen for a partial asset purchase rather than a whole-practice transaction.
The standard structure for buying or selling an established dental or medical practice in Ontario.
We tell you which structure fits — before you sign anything.
Different lists depending on which side of the deal you're on — both matter for how smoothly closing goes.
No open-ended hourly surprises — the cost is confirmed in writing before any work begins.
| Type of work | Fee | How it's confirmed |
|---|---|---|
| Straightforward purchase or sale | Starting from $3,388.87 Our charges · taxes included | Confirmed in writing once we see the agreement. |
| Larger or more complex deal | Quoted to scope | Short call → fixed written quote before any work begins. |
| Searches, filings & third-party fees | At cost | Itemized on your invoice, not marked up. |
A single dentist or physician selling to another licensed practitioner buying their first practice, with straightforward associate arrangements.
Start my file →A multi-associate practice, a sale involving significant non-solicitation negotiation, or a buyer whose own licensing or corporate structure needs to be confirmed before the deal can proceed.
Book a consultation →Not sure which you are? That's our job to figure out, not yours. As a rough guide, most deals under a couple of million dollars are the first kind — above that, you're usually in Mergers & Acquisitions territory.
†Typical patterns across Canadian deals — not a quote or advice; every deal is confirmed on its own facts.
For a dental practice specifically, no — the relevant college requires voting shares of the professional corporation to be held directly by a licensed member, and bars holding-company ownership entirely. Medical practices have their own version of this rule. Confirming what structure you're actually eligible to use comes before anything else in this kind of deal.
The pace is usually set by the college's own timeline for processing a new or updated Certificate of Authorization, not by how quickly you and the seller can agree on terms. That approval is a standard closing condition, and it genuinely takes longer than most other regulatory steps in the program.
Custodianship transfers under the province's specific rules for health information custodians — a distinct legal framework built for exactly this situation, not a generic business due-diligence item. How records are secured and accessed through the transition gets handled deliberately, as part of the sale itself.
That depends on their existing associate agreements and what's negotiated as part of the transaction. Since continuity of associates materially affects how much of the patient base and revenue carries forward, non-solicitation and continuity terms are worth as much attention as the headline price.
Share sale is the standard structure in this category, largely because of how the practice's licensing, goodwill, and the corporation's tax attributes are tied together. An asset-only structure is uncommon here and would need a specific reason to be considered.
| Resource | Official link |
|---|---|
| Royal College of Dental Surgeons of Ontario Dental professional-corporation ownership rules | Visit www.rcdso.org |
| College of Physicians and Surgeons of Ontario Medical professional-corporation ownership rules | Visit www.cpso.on.ca |
| Information and Privacy Commissioner of Ontario PHIPA and patient-record transfer | Visit www.ipc.on.ca |
Where we close dental or medical practice deals
Tell us about your dental or medical practice deal — we'll point you the right way and confirm the cost in writing before any work begins.