DSO Attorney for Selling a Dental Practice in Florida

Dentist and assistant treating a patient in a dental office

Selling to a DSO or corporate buyer

Overview

A DSO or corporate offer can carry a higher headline price than a private offer, but the headline multiple is rarely the most important number. Rollover-equity terms, post-closing employment commitments, operational autonomy, and the language of the restrictive covenants determine whether the deal feels like a successful exit five years later or a contractual trap. I negotiate these terms against the buyer’s standard documents and focus on the ones that can still move.

What I handle

  • LOI negotiation with binding-vs-non-binding clauses set up to your advantage
  • APA and stock purchase agreement drafting and review
  • Rollover-equity structuring, vesting, and exit mechanics
  • Post-closing employment and clinical-services agreements
  • Non-compete and non-solicitation negotiation
  • MSA / management services agreements and PC / MSO structuring

Questions I'll work through with you

  • Will you retain ownership in the practice post-closing? If so, on what terms and what exit mechanism?
  • How long will you commit to clinical practice or executive role after closing?
  • What operational and clinical autonomy will you retain?
  • How will the non-compete and non-solicitation clauses constrain your next move?

Who this is for

Florida dentists weighing an offer from a dental support organization, private-equity platform or other corporate buyer, and owners comparing a DSO offer with a private sale. The headline price is only part of the decision; the rollover, employment and covenant terms decide what the deal is worth over the next several years.

Florida rules that shape a DSO sale

Ownership stays with dentists. Florida allows only a licensed dentist, or a professional corporation or limited liability company composed of dentists, to own and operate a dental practice (s. 466.0285, Fla. Stat., as of October 2026). That is why most DSO deals pair a practice owned by dentists with a management services agreement under which the DSO provides non-clinical services.

Referral and fee-splitting laws. The deal has to fit the federal Anti-Kickback Statute (42 U.S.C. 1320a-7b(b)), Florida’s Patient Brokering Act (s. 817.505, Fla. Stat.) and Florida’s anti-kickback statute (s. 456.054, Fla. Stat.). Management fees and earn-outs are reviewed against them.

Non-competes. Covenants given by a selling dentist are governed by s. 542.335, Fla. Stat.; a restriction of 3 years or less is presumed reasonable and more than 7 years unreasonable (s. 542.335(1)(d)3). Florida’s CHOICE Act does not apply to dentists (ss. 542.43 and 456.001(4), Fla. Stat., as of October 2026). In a DSO deal, covenants often appear in both the purchase agreement and the employment agreement, and the two need to match.

Tax and allocation. Florida has no personal income tax, but a practice organized as a C corporation pays Florida corporate income tax of 5.5% on net income above a $50,000 exemption (ss. 220.11, 220.1105 and 220.14, Fla. Stat., as of October 2026). Equipment sold as part of the sale of the whole business is usually exempt from sales tax as an occasional or isolated sale, but that exemption does not cover inventory or titled property, such as vehicles (F.A.C. 12A-1.037, as of October 2026). Inventory the buyer will resell, such as retail products, can pass without tax under the separate resale exemption when the buyer is a registered dealer and the sale is documented, usually with the buyer’s Annual Resale Certificate; supplies the practice will use up do not qualify (F.A.C. 12A-1.039, as of October 2026). Goodwill a buyer acquires is amortized over 15 years (26 U.S.C. § 197), so the purchase-price allocation matters to both sides.

Before the first call

Having these ready makes the first conversation more useful:

  • The DSO’s letter of intent or indication of interest
  • Any term sheet for rollover equity
  • Your practice entity documents and ownership
  • Draft employment or clinical-services agreements the buyer has sent
  • Profit and loss statements and tax returns for the last three years
  • The office lease and any amendments

Questions owners ask

What does a DSO attorney do?

A DSO attorney reviews and negotiates the letter of intent, the purchase agreement, the management services agreement, your employment agreement and any rollover equity terms, so the deal fits Florida's rule that only dentists and dentist-owned entities may own the practice, and the referral laws.

How much does a DSO attorney cost?

Flat-fee engagements are available for most transactions; fees are quoted per matter after a scoping call. Cost depends mainly on the structure, the amount of due diligence and the number of documents and parties.

Can a DSO own my practice outright?

Not under Florida’s ownership rule for dental practices (s. 466.0285, Fla. Stat.). The usual structure is a dentist-owned practice entity plus a management services agreement with the DSO.

What is rollover equity?

Part of the price paid in equity of the buyer’s platform instead of cash. Its value depends on the platform’s later sale, so the vesting, information and exit terms matter as much as the percentage.

How long will I be required to keep practicing?

That is set in your post-closing employment agreement. I negotiate the term, the clinical schedule and what happens to unpaid amounts if the relationship ends early.

Does the CHOICE Act change my non-compete?

No. It excludes licensed health care practitioners, so dentist covenants remain under s. 542.335, Fla. Stat.

Should I sign the letter of intent before talking to a lawyer?

It is better not to. Economic terms lock at the LOI stage and later documents rarely change them, so exclusivity, the diligence period and the binding provisions are worth setting deliberately before you sign.

How are fees set?

Flat-fee engagements are available for most transactions; fees are quoted per matter after a scoping call.

Further reading

Buying or selling a practice in another Florida county? Find your county's page.

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Our Process

How a deal moves from first call to closing

01

Pre-LOI (4–8 weeks)

Financial cleanup, EBITDA normalization to institutional standards, MSO/PC structure review and pre-deal cleanup if needed.
02

LOI (2–4 weeks)

DSO LOIs are more comprehensive and more aggressive than private-buyer LOIs. Rollover-equity terms, post-closing employment, non-compete scope, and management-services-agreement architecture all set here.
03

Due Diligence (8–12 weeks)

Institutional diligence: financial, legal, regulatory, IT, environmental. Multiple workstreams from multiple advisors.
04

Definitive Agreement (4–8 weeks)

Heavy document set: APA, MSA, employment agreement, rollover-equity documents, restrictive covenants. Each is negotiated against the institutional buyer’s standard package.

05

Closing (1 day, often coordinated with financing close)

Funds wire (cash portion), rollover-equity issuance, MSA effective date, employment agreement effective date.
06

Post-Closing (24 months and longer)

Seller commits to clinical and/or executive role for the agreed term. Earn-out and rollover-equity values resolve over multiple years. Restrictive covenants run through and beyond the employment term.

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