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Legal counsel for dentists and their practices
Buying, selling, incorporating, partnering or leasing — Affinity Law handles the full transactional and corporate side of your dental practice across the GTA.
From a first associate agreement to the sale of a multi-op practice, we structure the deal, protect your goodwill and coordinate with your accountant, valuator and lender — so it closes cleanly. We handle the business side, not College discipline.
- Buying, selling & practice transitions — asset and share deals
- Dentistry Professional Corporations, incorporation & reorganizations
- Associate, locum, partnership & cost-sharing agreements
- Employment agreements & workplace law for your staff
- Clinic leases, premises, financing & DSO deals
- Wills, estates & succession planning for dentists
The key facts, in one place
The rules every practice-owning dentist should know — the same facts we build every DPC, purchase and sale around.
Your DPC must hold an RCDSO Certificate of Authorization before it can practise, renewed annually.
RCDSO members hold the voting shares; family members may hold non-voting shares for income planning.
Selling the shares of your practice may shelter a large part of the gain from tax.
Taxes, maintenance and insurance can add heavily to base rent — we review and cap it.
Transfer your existing practice and goodwill into your DPC on a tax-deferred basis.
Most incorporations and agreement reviews are quoted up front, so you know the cost.
Legal support for every stage of a dental career
A dental practice is a clinical profession and a business at once. We act for dentists at every stage — buying in, incorporating, taking on associates, forming partnerships, leasing space, arranging financing and eventually selling — always on the transactional, corporate and tax-structuring side, coordinated with your accountant, valuator and lender. We do not handle RCDSO complaints, discipline or malpractice.
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Everything a dentist needs on the business side
Nine areas — from your first associate contract and staff employment agreements to selling your practice, DSO deals and succession — handled by lawyers who do dental transactions and corporate work every week.
Buying a Dental Practice
Buying a practice is the biggest purchase most dentists ever make. We run the legal side end to end — the letter of intent, due diligence, the purchase agreement, your corporation, financing conditions and the lease — so you close cleanly and protect the goodwill you are paying for. The asset-versus-share decision drives the tax and liability outcome, so we settle it early with your accountant and lender.
- Asset vs. share purchase — step up values and limit liabilities, or buy shares where the seller needs the capital gains exemption.
- Legal due diligence — financials, lease, equipment & PPSA searches, staff and associate agreements, PHIPA patient records.
- Protecting your investment — reps, warranties, indemnities, holdbacks and non-competes tied to patient attrition.
- Corporation & financing — DPC setup, Certificate of Authorization, and aligning your dental practice loan conditions with the deal.
Selling a Dental Practice or Transition
Selling your practice — to an associate, a partner, or a corporate group (DSO) — is often the cornerstone of your retirement. We structure the transition with your accountant, negotiate the agreement in your favour, limit your tail liability, and handle records, staff and the lease so you exit cleanly. A practice that is organized and legally clean sells faster and for more.
- Share sale & the capital gains exemption — structured with the buyer to shelter more of the gain where possible.
- Associate vs. DSO / corporate sale — we protect you whether you sell internally or to a group buyer or broker-led process.
- Patient records & PHIPA — compliant transfer of records and goodwill, with custodianship and consent.
- Staff, lease & AR — employee transfer, lease assignment and accounts receivable managed to closing.
Dentistry Professional Corporations (DPC)
A Dentistry Professional Corporation is a professional corporation through which a dentist practises — used mainly for tax deferral and income planning. Incorporating in Ontario means preparing the articles of incorporation, registering with the Ontario Business Registry, adopting a compliant share structure, and obtaining a Certificate of Authorization from the RCDSO. We handle the whole process end to end, on a flat fee. A DPC does not shield a dentist from personal malpractice liability, and we structure it with that in mind.
- Incorporation, done properly — articles of incorporation, Ontario Business Registry filing and compliant naming.
- Tax deferral & income splitting — retain income at the lower corporate rate; non-voting family shares where the TOSI rules allow.
- Certificate of Authorization — required before a DPC practises and renewed annually; we handle it.
- Shareholder agreements — for multi-dentist DPCs: buy-sell, valuation, deadlock and exit.
Associate & Locum Agreements
Your associate agreement sets your income and where you can practise next. We review and negotiate for associates, and draft enforceable, fair agreements for principals — focused on the terms that carry real financial weight. These agreements are highly negotiable, even when presented as “standard.”
- Compensation — production vs. collections, the exact base, and how lab fees and remakes are shared.
- Restrictive covenants — for an associate the non-compete can dictate where you practise next.
- Term & termination — notice, cause, and what happens to patients and receivables on exit.
- Employee vs. contractor — structured to match how you actually work, avoiding tax and employment exposure.
Partnership & Cost-Sharing
When dentists practise together, a clear agreement on money, decisions, valuation and exits prevents the disputes that fracture practices. We choose the right structure — cost-sharing, partnership or group corporation — and draft agreements that hold up, so the relationship is defined before there is ever a disagreement.
- Cost-sharing — independent dentists share overhead but keep their own patients and revenue.
- Partnership — shared profits and liability, with profit sharing, decisions and dissolution defined.
- Group corporation — a shareholder agreement with buy-sell, valuation and shotgun mechanics.
- The ‘what ifs’ — death, disability, retirement and deadlock, agreed while everyone is aligned.
Dental Clinic Leases
A dental lease is one of your most valuable and riskiest contracts, drafted to protect the landlord. We review every clause, negotiate the terms that matter, and secure the assignment rights you will need when you sell. A dental office involves heavy build-out and a long horizon, and once signed a commercial lease is very hard to change. Where you are buying your clinic premises rather than leasing, we also handle the commercial real estate purchase and coordinate financing.
- Base rent & TMI — how taxes, maintenance and insurance are calculated, and whether you can audit or cap them.
- Renewals & TI allowance — strong renewal options and a build-out contribution protect your investment.
- Demolition clauses & personal guarantees — serious risks we work to limit, cap or remove.
- Assignment — the right to assign the lease to a buyer when you sell, secured up front.
Employment Agreements & Workplace Law
Your practice is also an employer. We draft and review employment agreements, offer letters and workplace policies for your hygienists, dental assistants and administrative staff — and handle terminations, severance and Employment Standards Act (ESA) compliance, so a routine staffing issue doesn’t turn into a costly claim. We act for the practice as the employer, in plain language you can actually use day to day.
- Employment agreements & offer letters — clear terms, probation, confidentiality and non-solicitation that hold up in Ontario.
- Employee vs. independent contractor — correct classification for hygienists, associates and locums to avoid tax and ESA exposure.
- Termination & severance — ESA and common-law entitlements handled correctly, with proper notice and releases.
- Workplace policies — ESA, workplace harassment/violence and AODA policies, kept current as the law changes.
Estate, Succession & Tax Planning
Your practice is likely your largest asset, and planning for what happens to it protects your family and your after-tax proceeds. We prepare wills and powers of attorney built around a practice owner, integrate your estate plan with your Dentistry Professional Corporation, and structure business succession — whether you pass the practice to family, a partner, or the market. Where it fits, we implement estate freezes, family trusts and section 85 rollovers alongside your accountant to manage tax on a future transfer or sale.
- Wills & powers of attorney — tailored to a dentist who owns a corporation and a practice.
- Business succession — passing or selling the practice tax-efficiently, on your timeline.
- Estate freezes & family trusts — lock in today’s value and bring family in, with your accountant.
- Section 85 rollovers & reorganizations — restructure your DPC and holding company ahead of a sale.
Selling to or Joining a DSO
Dental Service Organizations (DSOs) and corporate groups are reshaping the market. Whether you are selling your practice to a DSO, joining one as an associate or partner, or being approached by a buyer, the agreements are long, sophisticated and drafted for the group — with earn-outs, holdbacks, associate terms and restrictive covenants that can tie you in for years. We review and negotiate DSO deals so you understand exactly what you are signing, and protect your independence, income and exit.
- Selling to a DSO / corporate buyer — price, earn-outs, holdbacks and post-closing obligations, negotiated in your favour.
- Joining a DSO — associate or partner terms, compensation and how long you are locked in.
- DSO agreement review — management services agreements, non-competes and control provisions.
- Independence & exit — protecting your clinical autonomy and your ability to leave.
Dental practice financing, coordinated with your deal
Most acquisitions and build-outs are financed, and dental-specific lenders each have their own conditions, security and covenants. We make sure your dental practice loan or financing lines up with the purchase agreement — so conditions, security, guarantees and closing deliverables all fit together and nothing derails your closing. We work alongside your lender, accountant and broker to keep the legal, tax and financing threads moving in parallel.
- Acquisition financing
- Build-out & equipment loans
- Lender condition review
- Security & guarantees
- Refinancing on a sale
A clear path from first call to closing
Consultation
We learn your goal — buy, sell, incorporate, partner or lease — and map the legal, tax and financing pieces.
Structure & diligence
We settle asset-vs-share, run due diligence and searches, and coordinate with your accountant, valuator and lender.
Negotiate & document
We negotiate and draft the agreements that protect your goodwill, income and exit — in plain language.
Close
We manage conditions, the lease, records and financing through to a clean, on-time closing.
The issues that actually move value in a dental deal
Restrictive covenants, work-in-progress, accounts receivable, patient attrition, lease assignment, PHIPA records and the asset-vs-share tax decision — these are the terms that decide how a dental transaction turns out. We identify them early and resolve them alongside your accountant, valuator, broker and lender, so the deal is structured correctly and closes cleanly, on time.
Flat-fee options, agreed before we start
Most dental incorporations and many transactions can be handled on a flat or quoted-fee basis, agreed before work begins. We explain scope, process and next steps up front, so you can plan around predictable legal costs — with no surprises at closing.
Discuss Fees During Your ConsultationDental practice law glossary
Plain-language definitions of the terms behind owning, buying and selling a dental practice.
- Dentistry Professional Corporation (DPC)
- An Ontario corporation through which a dentist practises, used mainly for tax deferral and income planning, authorized by the RCDSO.
- RCDSO Certificate of Authorization
- The authorization from the Royal College of Dental Surgeons of Ontario that a dentist's corporation must hold before it can practise, renewed annually.
- TOSI
- The tax on split income rules, which limit income splitting with family members through a corporation.
- Capital gains exemption
- The lifetime exemption that may shelter much of the gain when a dentist sells the shares of a qualifying practice corporation.
- Section 85 rollover
- A tax provision that lets a dentist transfer an existing practice, goodwill or assets into a DPC on a tax-deferred basis.
- TMI
- Taxes, maintenance and insurance — the additional rent a tenant pays on a commercial clinic lease on top of base rent.
- Restrictive covenant
- A non-compete or non-solicitation clause that can limit where and when a dentist practises after leaving or selling a practice.
- PHIPA
- Ontario's Personal Health Information Protection Act, which governs how patient records and health information are handled and transferred.
- Associate agreement
- The contract governing an associate dentist's role, compensation, billing split and restrictive covenants at a practice.
- DSO
- A Dental Service Organization — a corporate group that acquires or manages practices; DSO deals involve sophisticated agreements and earn-outs.
Dental legal FAQs — Ontario
Can a non-dentist own a dental practice in Ontario?
In Ontario, the practice of dentistry must be owned and controlled by licensed dentists — directly or through a Dentistry Professional Corporation whose voting shares are held by members of the Royal College of Dental Surgeons of Ontario (RCDSO). A non-dentist generally cannot own a dental practice. (A dental hygienist may own an independent dental hygiene practice, which is a separate, more limited category.) We structure ownership so your practice stays compliant.
Do I need a lawyer to buy or sell a dental practice?
Yes. A dental transaction combines corporate, tax, employment, real estate and privacy law with dentistry-specific issues — patient records, work-in-progress, restrictive covenants and lease assignment. A generic business purchase agreement rarely protects a dentist properly on either side.
Should I structure my deal as an asset sale or a share sale?
Buyers often prefer an asset purchase to step up values and avoid historic liabilities; sellers often prefer a share sale because the gain may qualify for the lifetime capital gains exemption. We work through the trade-offs with you and your accountant before anything is signed.
How is a dental practice valued, and how much is a practice worth?
Practices are usually valued on normalized cash flow (a multiple of EBITDA or a percentage of collections), adjusted for hygiene revenue, patient base, associates, equipment, lease and location. We do not perform valuations, but we coordinate with your valuator so the agreed price, allocation and adjustments are documented correctly in the deal.
Can you help me finance a dental practice purchase?
We do not lend, but we coordinate closely with your lender and accountant so your dental practice financing lines up with the purchase agreement — reviewing loan conditions, security and guarantees, and making sure financing and closing deliverables fit together so the deal closes on time.
Should I sell to an associate or to a corporate group (DSO)?
Both are common. An internal sale to an associate or partner can be smoother and more personal; a sale to a corporate group or DSO may offer a higher price but more complex terms, earn-outs and post-closing obligations. We protect your interests either way and explain the trade-offs before you commit.
What is a DPC, and do I need a Certificate of Authorization?
A Dentistry Professional Corporation is an Ontario corporation through which a dentist practises, used mainly for tax deferral and planning. It must restrict its activities to dentistry, have RCDSO members as voting shareholders, and hold a Certificate of Authorization from the Royal College, renewed annually. We handle incorporation, share structure and the Certificate application.
How do I incorporate a dental practice in Ontario?
Incorporating means preparing your articles of incorporation, registering with the Ontario Business Registry, adopting a compliant share structure, and — because you are a dentist — obtaining a Certificate of Authorization from the RCDSO so your professional corporation can practise dentistry. We handle the entire process, usually on a flat fee, coordinated with your accountant.
Can I income-split with my DPC using family shares?
In some circumstances family members can hold non-voting shares in a DPC, which may support income splitting — but this is limited by the tax on split income (TOSI) rules. Whether it makes sense depends on your situation, so we structure it with your accountant.
Should I have my associate agreement reviewed before I sign?
Yes — usually for a modest flat fee. Associate agreements set your compensation and, critically, your restrictive covenant, which can dictate where you are allowed to practise next. We flag the terms that carry real financial weight and negotiate them before you are bound.
Can you prepare employment agreements for my dental staff?
Yes. We draft and review employment agreements, offer letters and workplace policies for hygienists, dental assistants and administrative staff, and we handle terminations, severance and Employment Standards Act (ESA) compliance. Getting the agreement and classification right up front prevents most costly employment claims.
Are my hygienists or associates employees or independent contractors?
It depends on the true working relationship, not the label on the agreement. Misclassifying staff or associates creates tax, ESA and severance exposure for the practice. We structure agreements so the classification matches how people actually work.
Do you help dentists with wills, estate and succession planning?
Yes. Your practice is usually your largest asset, so we prepare wills and powers of attorney built around a practice owner, integrate your estate plan with your DPC, and structure business succession — including estate freezes, family trusts and section 85 rollovers where they fit, coordinated with your accountant, so a future transfer or sale is tax-efficient.
Should I sell my practice to a DSO, and can you review the agreement?
We regularly review and negotiate DSO and corporate-group deals. They can offer a strong price but come with earn-outs, holdbacks, multi-year associate commitments, non-competes and control provisions. We make sure you understand the full deal and negotiate to protect your income, clinical independence and exit before you sign.
What should I watch for in a dental clinic lease?
Watch for uncapped TMI (taxes, maintenance and insurance), weak renewal rights, demolition or relocation clauses, personal guarantees, and assignment restrictions that could block a future sale. We review and negotiate all of these before you sign.
How much does it cost to buy a dental practice?
Purchase prices vary widely with revenue, profitability, location and equipment. Most acquisitions are financed; we coordinate with your lender and accountant so financing conditions, security and closing deliverables line up with the purchase agreement.
Do you handle RCDSO complaints or dental malpractice?
No. We focus on the business and corporate side of dentistry — practice sales and purchases, DPCs, associate and partnership agreements, financing and clinic leases. We do not act on RCDSO complaints, investigations or discipline, and we do not handle malpractice claims.
Which areas do you serve?
We act for dentists across the Greater Toronto Area and throughout Ontario, with offices in Markham, Toronto and Brampton. Flat-fee options are available on most incorporations and many transactions, and we offer virtual and in-person consultations.
Speak with a lawyer for dentists
Weeks from closing or just starting to plan a purchase, sale, incorporation or lease — early legal advice protects your professional and financial interests.