Selling a dental practice in Texas: the checklist

The checklist for selling a dental practice in Texas, in short

Henry Schein's practice transitions group sorts what a seller prepares into three groups: three to five years of financial records, the legal and entity papers, and a short set of practice metrics. Below are those three groups, then three Texas items quoted from the rules themselves. The single ordered checklist is the last section, "What to do first".

The list is the easy part. The figures in it describe one practice, so any difference between them should have a known cause before a buyer reads them. No source below measures that. It is this article's own view, and each section shows where it applies.

This page gives the list, not the timeline. For timing, see how long a sale takes.

Disclosure: DPC, the Texas brokerage that publishes this site, is paid 5% of the sale price at closing and nothing before. DPC takes no fee from lenders and never holds funds. It represents both sides of a sale only with written disclosure and consent.

Financial documents: three to five years

Henry Schein's due diligence checklist, written by Greg Auerbach and dated October 6, 2025, says to "Prepare the last 3–5 years of:" It then lists five items.

Henry Schein's checklist shows what one publisher lists; it is not a count of what every buyer asks for.

Heartland Dental's blog adds items beyond Henry Schein's list. It says "you will need to compile financial statements, growth projections, personnel records, pricing, and HMO/Medicaid statements." Heartland's page is undated.

Which expenses a buyer accepts as owner costs is a separate question. See how buyers test add-backs. This page covers only the paper behind them.

Do the five documents agree?

The five items cover the same years from different angles. Each pair below is a check you can run. None of these checks comes from a source; they are this article's own view of why the list asks for so many views of one practice.

A difference in any pair may be a question a buyer puts to the seller. Find the cause and write it down. Do not change one document to match another.

Legal and entity documents

Henry Schein writes that "Buyers and their legal teams will request:" It lists five items.

Gather the five papers and note any expiry or renewal date on each. Your attorney handles the lease and the building. DPC does not negotiate either one. Ask the attorney which of these papers a given sale needs. For who assembles and presents them, see what a Texas broker does.

Practice metrics and operations

Henry Schein's list of practice metrics has five items:

• "Active patient count (define how it’s measured)"
• "New patient numbers over the last 12 months"
• "Hygiene recall rate"
• "Treatment acceptance rate"
• "Referral sources and payer mix"

Active patient count needs its definition written beside it. Henry Schein's own item says to define how the count is measured. A number with no definition gives a buyer nothing to check. Use the same definition wherever the number appears.

The metrics should be consistent with the financial documents. Compare new patients, recall and payer mix with the production and collections reports. This check is the article's own view, not a source's. How the valuation formula works covers the financial side of the picture.

The Texas items

This section quotes Texas rules and statutes. It gives no interpretation, no opinion on how any of them applies to a particular sale, and no legal advice. Confirm the current text, and what it means for your sale, with your own attorney.

Records when a practice is sold

The text below is from 22 Tex. Admin. Code section 108.8, as shown on Cornell LII's copy of the rule. As of November 9, 2026, that page shows the text below. Cornell LII shows more than one version of the rule, so check the State Board of Dental Examiners' current text on the Board's site, and confirm it with your attorney.

On retention, subsection (b) reads: "Records shall be kept for a period of not less than five years from the last date of treatment by the dentist."

On a sale, subsection (e) reads: "A dentist who leaves a location or practice, whether by retirement, sale, transfer, termination of employment or otherwise, shall maintain all dental records belonging to him or her, make a written transfer of records to the succeeding dentist, or make a written agreement for the maintenance of records."

On notice of a transfer agreement, subsection (e)(2) reads: "A dentist who enters into a written transfer of records agreement shall notify the State Board of Dental Examiners in writing within fifteen (15) days of a records transfer agreement."

Limits on dentist covenants not to compete

The text below is from Tex. Bus. & Com. Code section 15.501, on the Texas Legislature's statutes site, as amended by SB 1318 effective September 1, 2025.

On who is covered, section 15.501 defines the term: "(a) ... “health care practitioner” means: (1) a person licensed by the State Board of Dental Examiners to practice dentistry in this state;"

On enforceability, subsection (b) reads: "A covenant not to compete relating to the practice of dentistry ... is not enforceable against a health care practitioner unless the covenant: ... (2) expires not later than the one-year anniversary of the date the contract or employment has been terminated; (3) limits the geographical area subject to the covenant to no more than a five-mile radius ..."

This article does not say whether section 15.501 applies to a covenant a seller gives in a sale. Ask your attorney.

Spouse and community property

The text below is from Tex. Fam. Code section 3.102, on the same statutes site. Subsection (c) reads: "Except as provided by Subsection (a), community property is subject to the joint management, control, and disposition of the spouses unless the spouses provide otherwise by power of attorney in writing or other agreement."

This article does not say how section 3.102 applies to a sale. Ask your attorney.

Where this breaks

Six limits apply to everything above.

• The sources are single publishers. Henry Schein's practice transitions group and Heartland Dental each publish their own list. Neither is a survey of what buyers in general request, and neither is a Texas source in the pages quoted.
• Your practice may need more. All three lists above are Henry Schein's, plus one sentence from Heartland. A lender or a buyer can ask for items not named here.
• The order is the checklist's order. The sections follow Henry Schein's: financial, legal, metrics. No source measures which request a buyer's team makes first, so this article makes no claim about that.
• The agreement checks are the article's own. No cited source says buyers cross-check these documents in these pairs. The checks are a way to find differences before someone else does.
• The Texas text may have changed. Cornell LII shows more than one version of the Board's rule. The statutes were quoted as found on the official site. Either can be amended after this article's date.
• A quote is not an answer. Whether a record rule, a covenant limit or a community-property rule affects a given sale is a question for an attorney, not for this list.

What to do first

The order below is a practical one: gather, reconcile, then take the legal and Texas questions to your attorney.

1. Pull three to five years of the five financial documents into one folder. Use Henry Schein's list as the index and note any year with a gap.
2. Run the four agreement checks. Write down each difference and its cause, so you can answer it before a buyer asks.
3. Gather the five legal and entity papers. Note expiry and renewal dates. Leave the lease and the building to your attorney.
4. Collect the five practice metrics. Write the definition of active patient count next to the number.
5. Take three Texas questions to your attorney. What the records rule requires for your sale, whether the covenant section matters to it, and whether section 3.102 matters to it.
6. Gather what Heartland adds. Growth projections, personnel records, pricing, and HMO/Medicaid statements.
7. Optional: get a range of value to compare with your books. DPC's free valuation turns six numbers into a range. It is an estimate of value, not a price, and it does not test your documents against each other.

How a DPC sale runs covers the steps after the documents are ready. For timing, see the sale timeline.