Accepting an offer on your practice feels like the finish line.
In reality, it’s the start of the most structured phase of the transition.
This is where expectations matter. Sellers who understand the process experience far less stress — and far fewer surprises — than those who assume closing is just a formality.
If you’re thinking about selling, here’s what actually happens after you accept an offer.
1️⃣ The Letter of Intent (LOI)
Before a full contract is drafted, most transactions begin with a Letter of Intent.
The LOI outlines:
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Purchase price
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Basic deal structure
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Allocation concepts
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Transition expectations
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Timeline framework
It is typically non-binding (except for confidentiality and exclusivity), but it sets the roadmap for the transaction.
Clarity at this stage prevents misunderstandings later.
2️⃣ Due Diligence
Once the LOI is signed, the buyer begins deeper review.
This may include:
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Detailed financial analysis
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Production by procedure review
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Active patient count validation
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Insurance participation review
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Equipment evaluation
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Lease review
This phase is about verification — not renegotiation. However, inconsistencies or surprises can impact the process.
This is why clean financials and organized documentation are so important before going to market.
3️⃣ Drafting the Asset Purchase Agreement
The Asset Purchase Agreement (APA) is the binding contract that governs the sale.
It addresses:
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Assets being transferred
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Accounts receivable treatment
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Non-compete terms
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Representations and warranties
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Closing conditions
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Default provisions
Both attorneys review and negotiate this document. Even when all parties are aligned, this typically involves several revisions.
This stage requires patience and professionalism.
4️⃣ Buyer Financing and Underwriting
If the buyer is obtaining financing (which most do), the bank will move the file into underwriting.
During underwriting, the lender reviews:
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The practice financials
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The buyer’s personal financial profile
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Debt service coverage
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Lease terms
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Final contract structure
Loan approval is not automatic. It is structured and methodical.
This step can take time, and it is largely outside the control of both buyer and seller.
5️⃣ Lease Assignment or New Lease Agreement
If you lease your space, this is a critical component.
The landlord must either:
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Assign the existing lease, or
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Negotiate a new lease with the buyer
Unresolved lease terms are one of the most common causes of closing delays.
Strong early communication with the landlord helps avoid unnecessary stress.
6️⃣ Bulk Sales Filing (Where Applicable)
In many states, a bulk sales filing must be submitted prior to closing to notify taxing authorities of the transfer of business assets.
This process often includes:
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Filing with the state
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Waiting periods
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Clearance confirmation
It’s procedural — but it must be handled properly to protect all parties.
7️⃣ Final Walkthrough and Closing
As closing approaches:
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Loan documents are finalized
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Funds are wired
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Inventory is verified
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Keys and access are transferred
On closing day, ownership changes.
What began as an idea months (or years) earlier becomes official.
What Sellers Often Underestimate
The time between accepting an offer and closing typically ranges from 60–90 days, sometimes longer depending on financing and lease negotiations.
The process is structured. It is deliberate. It involves multiple professionals.
The smoother your preparation before listing, the smoother this phase tends to be.
The Role of a Transition Advisor
A well-managed transaction isn’t just about finding a buyer.
It’s about:
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Setting realistic timelines
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Coordinating attorneys and lenders
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Anticipating potential delays
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Protecting value
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Keeping emotions steady
The goal is not just to get to closing — it’s to get there with confidence and clarity.
Considering a Transition?
If you’re considering selling your dental practice, let’s schedule a confidential consultation so you understand the process and can plan your transition with clarity and confidence.
When you know what to expect, the path forward becomes much clearer.