Should I explore a merger? Things to consider
With financial pressures mounting, workforce challenges deepening, and the drive toward integrated neighbourhood models intensifying, many GP practices are asking the same question: should we explore a merger?
Mergers between practices — whether through full partnership consolidation, joint ventures, or federated working — can unlock economies of scale, resilience, and access to capital investment. However, they also carry significant legal, and operational implications that must be carefully evaluated before proceeding.
For GP practices, a merger is one of the most far-reaching strategic decisions partners can make. It affects partnership structures, property ownership, contracts, staffing, and patient lists. The partnership deed becomes the foundation for the merged entity, so understanding liabilities and governance arrangements is essential.
From an ICB perspective, supporting sustainable configurations of primary care is key to delivering integrated care and maintaining service continuity. Mergers can align with ICB estate strategies and workforce planning, but they also need to be lawful, compliant with GMS/PMS regulations, and properly authorised by NHS England where required.
Key considerations for 2026
The 2025/26 NHS planning framework places renewed emphasis on primary care sustainability and estates optimisation, both of which make mergers an increasingly practical option.
Recent guidance highlights:
- ICB discretion to approve merger proposals locally, replacing the more centralised approval model of previous years.
- Digital integration and estate rationalisation as key enablers for successful mergers, with funding potentially available through the Utilisation and Modernisation Fund, applying for which we discussed in another blog here!
- A push toward larger, multi-site partnerships or neighbourhood-scale practices to improve access, workforce flexibility, and business continuity.
These policy signals suggest that merger discussions are likely to become more common — but they should be underpinned by sound legal and governance preparation.
What does this mean?
For practice partners, this means assessing whether a merger aligns with long-term goals and values, not just short-term financial relief. You must be clear on what kind of merger you’re exploring — a full partnership amalgamation, a joint venture for specific services, or a shared administrative model — as the legal and tax consequences differ substantially.
For ICBs, it means developing transparent frameworks for assessing merger proposals, ensuring that patient safety, continuity, and value for money are preserved. A legally compliant and well-structured merger can help reduce duplication and improve care delivery — but rushed or poorly documented arrangements can expose both the new entity and commissioners to risk.
Below are some practical steps to take when one is considering a merger
- Start with due diligence – Review partnership deeds, property ownership, leases, NHS contracts, and outstanding liabilities.
- Engage early legal and financial advisers – Independent advice helps prevent disputes later and ensures proper structuring.
- Develop a shared vision – Align on culture, leadership, and service priorities before drafting the merger agreement.
- Consult stakeholders – Involve staff, patients, and ICB representatives early to maintain transparency and confidence.
- Plan governance carefully – Design robust decision-making and profit-sharing arrangements in the new partnership deed.
- Secure approvals – Obtain ICB and NHS England consent where required, ensuring compliance with GMS/PMS contractual terms.
A merger can be transformative when properly planned, offering stability, scale, and strategic opportunity. However, it remains a complex legal transaction — one that demands preparation, clear objectives, and professional advice to ensure that the promise of integration becomes a sustainable reality.
If you are considering a merger and would like expert legal advice to help you navigate what can often be a complex process, speak to DR Solicitors and find out how we can help you.
News
Top tips for Dental Practice Buyers: What should you look out for?
Buying a dental practice can be an intimidating process — whether it’s your first acquisition or another step in building your dental group. There are countless factors that can influence the outcome of a purchase, but we have compiled a list of a few key things to bear in mind.
Assets or Shares?
Is the practice you’re buying incorporated?
If so, the seller will often prefer to sell their company shares rather than the business assets themselves.
This approach can make certain elements — such as the transfer of an NHS contract — more straightforward. However, purchasing shares also means you’ll be taking on all of the company’s existing debts and liabilities along with its assets.
We’ll work closely with your accountant to ensure the seller accounts for any such liabilities and that you’re fully protected against unforeseen issues after completion.
NHS Practices
It’s important to carefully review the NHS performance levels at the practice, particularly in relation to UDAs. Typically, the seller should compensate the buyer for any underperformance at completion.
While you might still have time to make up the shortfall before the contract year ends, responsibility for any clawback ultimately rests with you as the new contractor — even if the seller received the original payment from the BSA.
Additionally, you may need to pay associates to deliver those underperformed UDAs, usually 45–50% of the UDA value — despite the fact that the seller has already been paid in full but hasn’t completed the work. This effectively means you could be paying twice for the same units of activity.
Defective Treatment
You’ll also need to satisfy yourself that the clinical standards at the practice meet expectations. We’ll help by obtaining information on patient complaints, capitation schemes, and treatment history. Where appropriate, we may recommend seeking extra protection through indemnities — or even retaining part of the purchase price for a period of time.
This safeguard helps protect you from financial loss if issues surface after completion. However, if there are serious concerns about the practice’s clinical quality, it might be wiser to look elsewhere. We have strong relationships with leading dental brokers and can introduce you to alternative opportunities if needed.
Bank Loan
When arranging your funding, think carefully about the loan term and whether it aligns with both your personal and business plans. Check how long the bank’s offer will remain valid — some have short expiry periods, and missing the deadline could mean losing access to a preferential rate.
We work alongside a number of banks and specialist brokers who focus on dental practice finance, so get in touch if you’d like details or introductions.
CQC
If you’re purchasing an NHS practice in England, begin your CQC registration process as early as possible.
To transfer a GDS contract via the partnership route, both parties will need a CQC partnership registration, even if there’s no plan to run the practice as a partnership long-term. The CQC process can be lengthy — typically taking 16–20 weeks — and applications can’t be submitted until all parties have obtained a clear DBS check (which itself can take around 8 weeks).
Delaying your CQC application could set your transaction back by six months or more, so early preparation is key.
If you would like any advice or guidance about any of the topics raised int his blog, please feel free to get in touch here!