Questions to Ask Before Selling Your Practice to a DSO

He negotiated for eleven weeks and won most of it. Better price, more cash at closing, a shorter commitment than the first draft.

Fourteen months later he called me on a Tuesday afternoon, which I remember because he was calling from his car in his own parking lot, between patients, and he did not sound like a man who had won anything.

The composite had changed. Not his choice.

The lab had changed, and the crowns were coming back needing more adjustment than he was used to, and his schedule now had a template on it that somebody in another state had built.

None of it was in the letter of intent. None of it was concealed from him either, and I doubt anybody on the other side thought twice about it, because for eleven weeks every single question he raised had been about the number.

He priced the transaction beautifully. He never once investigated the job.

That is the pattern. Owners run brilliant diligence on the money and almost none on the life.

Key takeaways

• The offer document cannot answer any of this. Price lives in the letter of intent. Your daily experience lives in the management services agreement, the employment agreement and an operations manual you have probably never been shown.
• Ask about the specific levers, not about “autonomy.” Every group says clinical decisions stay with the dentist. Materials, lab, supply formulary, schedule templates and case-acceptance targets are where the answer actually differs.
• Your income changes shape, not just size. After closing you are usually paid on a formula tied to production or collections, which means decisions you no longer control move your paycheck.
• The highest-value conversation is with someone who is not the buyer. Selling dentists who joined that group two or more years ago will tell you things no diligence call will.
• Good groups welcome hard questions. Asking them is ordinary diligence and it signals a serious counterparty. An evasive answer this early is itself the answer.

What should you ask a DSO before selling? Ask about what the offer cannot price. Who decides materials, lab and treatment planning.

Whether your team keeps tenure, benefits and seniority.

How you are paid after closing, how the management fee is calculated, and what happened to selling dentists who joined that group three years ago.

Why none of this is in the offer

A DSO is a dental support organization. It is the management company that owns the non-clinical side of a practice and handles everything outside the operatory, while a licensed dentist keeps ownership of the clinical entity.

That split is not a preference. Most states restrict who may own or control a practice under the corporate practice of dentistry doctrine, catalogued in the House Oversight Committee’s fifty-state survey, and the structure exists to work inside those rules.

The vehicle is an MSO — a management services organization, the entity that owns the non-clinical side because most states bar non-dentists from owning the clinical practice.

Now the part that matters for your diligence. Price is settled in the letter of intent, and almost everything governing your working life is settled somewhere else entirely.

Cranfill Sumner’s walkthrough of a DSO sale describes the management services agreement as the vehicle through which the group supplies administrative functions such as HR, billing and IT, while most deals oblige the selling dentist to carry on practicing under fresh employment terms.

Three documents. Three different subjects.

Owners read one of them.

Document	What it decides	When most owners read it
Letter of intent	Price, structure, exclusivity	Immediately, several times
Management services agreement	The fee, what the group controls, what it supplies	Late, often in the final fortnight
Employment agreement	Your compensation formula, hours, term, termination	Late, sometimes after the price is fixed
Operations and clinical protocols	Materials, lab, schedule templates, software	Frequently never, because nobody asks for them

Mandelbaum Barrett’s description of the four-phase DSO transaction process puts definitive agreements at the end of the sequence, after diligence. By then exclusivity has usually started and your leverage has gone with it.

The fix is not complicated. Put the operational questions in the first two meetings, while you are still interesting to them.

One thing before the list, because owners get anxious about tone. These questions are normal, expected diligence, and the better organizations are glad to answer them.

A group with a well-run doctor experience wants to discuss it. That is what they compete on.

Nobody sensible mistakes a careful question for hostility.

Questions about clinical autonomy

Every group will tell you clinical decisions remain with the dentist. Every one of them is telling you the truth.

That is the legal position. Cranfill Sumner puts it plainly: a DSO cannot legally interfere with clinical decisions, though it may set performance expectations and will have extensive control over the non-clinical side.

Which means “you keep full clinical autonomy” carries almost no information. The differences live one layer down, in the things nobody thinks to call clinical.

California did something quietly useful here, whether or not you practice there. SB 351, effective January 1, 2026, enumerates the precise decisions a private equity group or hedge fund may not control inside a dental practice, and Benesch’s analysis sets them out.

Read as a checklist rather than as statute, that enumeration is the best question map anybody has published, for the simple reason that a legislature had to sit down and write out exactly where the friction occurs.

Work down it. Your state, your buyer.

Materials and lab. Who selects the composite, the impression material, the implant system? Is there a preferred lab, and can I keep mine if I pay the difference?

The supply formulary. A formulary is the list of supplies and preferred vendors a group standardizes on, usually through a group purchasing organization, and Group Dentistry Now’s primer on evaluating those platforms explains how the economics work.

Consolidated purchasing is a genuine benefit and one of the honest advantages of scale. It is also the machinery through which the burs you have relied on for two decades quietly stop arriving.

So put it bluntly: what sits on the formulary today, what happens when I want something that is not on it, and who signs off?

Treatment planning and case acceptance. Is there a target for case acceptance, or for treatment plan value per new patient? Is it tracked, reported, or discussed in a monthly review?

There is nothing improper about measuring it. You want to know whether it exists before you find out in a dashboard.

Schedule and volume. SB 351 names appointment quotas and provider schedules explicitly. So ask who builds the template, what the target production per day is, and whether hygiene intervals are set locally or centrally.

Referrals. Am I expected to refer within the group? What happens when the internal specialist is ninety minutes away and my patient will not go?

Non-clinical review. This is the single best question in the section. Is any decision I make subject to review, approval or override by someone who is not a licensed dentist?

Ask for the answer in writing. It costs the group nothing to give and it tells you everything.

Patient records and software. Who owns the records, which practice management software will I be on, and who has access to my clinical notes and email?

Legislatures are all drifting the same way on this. Becker’s has tracked a widening set of state efforts to limit non-dentist ownership and safeguard dentist autonomy, and Holland & Knight’s recap of 2026 activity shows the identical pipeline running in several statehouses at once.

Hinshaw’s analysis of the compliance standards that emerged from the California enforcement matter indicates where the structuring bar now sits.

For a seller the practical read is short. These questions are becoming routine, which means raising them marks you as prepared rather than awkward.

Questions about your team

I have watched more owners lose sleep over a hygienist of nineteen years than over a multiplier point. That instinct is decent and it is also commercially shrewd, since a practice that sheds its team sheds its earnings a quarter later.

The labor market sharpens it further. ADA Health Policy Institute research has found roughly 2 in 5 dentists reporting a hygienist shortage, so a resignation you accidentally cause is not something you simply replace.

Settle these before you sign anything.

Does accrued paid time off carry over, or does the clock reset? This is the one that generates real anger, and it is invisible in the purchase price.

A twelve-year assistant who wakes up with zero accrued leave has taken a pay cut nobody announced.

Does tenure carry for seniority, benefits eligibility and vacation tiers? Same question, longer tail.

What happens to the retirement plan? Does the existing plan terminate, merge, or continue? What is the vesting position of everyone in it, and is there a waiting period before they can join the group’s plan?

Do current wage rates hold, or does everyone get re-levelled into a pay band? Groups run compensation bands, sensibly, for consistency across locations. Ask whether anyone on your team currently sits above their band and what happens to them.

What changes in the benefits package? Health premium share, family dental coverage, CE budget, uniform allowance. Small individually.

Cumulatively, they are how people decide whether they still work somewhere good.

Who does my office manager report to on day one, and what does she still decide? Hiring, scheduling, ordering, the cancellation policy. Name them one at a time.

Will you put a retention and pay-protection period in writing? A defined window during which pay and benefits hold is a negotiable term, and worth asking for while somebody wants your practice.

Underline this part. Your team’s experience becomes your experience, daily, and it is one of the few things you can still shape from the seller’s side of the table.

Questions about how you get paid after closing

Keep this strictly separate from the deal price. Conflating the two is the costliest muddle in dental transitions.

Price is what you receive for the practice. Compensation is what you earn for the dentistry you perform afterwards, and Becker’s reporting through 2026 notes a growing number of groups insisting on a minimum five-year post-closing employment term.

Five years of income is not an administrative footnote. On most practices it adds up to a meaningful fraction of the purchase price itself.

Today you keep the practice’s profit. Afterwards you are on a formula, and the formula’s base governs everything.

Compensation base	What moves your pay	What you should test
Percentage of personal production	Your own chair time and fee schedule	What happens if the group joins new payer plans and the fee schedule drops
Percentage of personal collections	The above, plus write-offs and collection performance	Who chases receivables, and are your figures net of adjustments you do not control
Salary, with or without a bonus	Least volatile, least upside	How the bonus is calculated and whether the metric is auditable
Percentage of location profit	Everything, including costs allocated from the parent	Which corporate allocations and fees are charged to your location

Run your own arithmetic before the meeting. It takes twenty minutes.

Say you personally produce $1.1 million a year. An associate-style contract at 30% of your personal collections pays $330,000.

Defensible, and easy to model.

Now change one thing you will not control. The group adds two payer plans to fill open chair time, average write-offs on your production rise 8%, collections drop to roughly $1.01 million, and the same contract now pays about $303,000.

Nobody misbehaved. One reasonable operational decision moved your income $27,000 a year, and across a five-year term, more than $135,000.

ADA Health Policy Institute data put average general practice net income at $207,980 in 2024 against gross billings of $942,290. Against that, a swing of $27,000 is not trivia.

Then the fee. A management fee is what the practice pays the management company for the services in the management services agreement, and it is commonly expressed as a percentage of collections.

The percentage is negotiated rather than standard. Anyone who quotes you a market rate for it is guessing.

Two questions do the work. What is the fee, exactly how is it calculated, and what services does it cover? And: does it reduce the adjusted EBITDA I am measured on?

Adjusted EBITDA is what the practice earns in pure operating profit after paying a market-rate dentist to do the work you currently do yourself. It is also, frequently, the number your bonus or earnout runs off.

That second question is where owners get caught. If the fee and the parent’s allocations are subtracted before that figure is struck, a fee increase cuts your pay with nobody renegotiating your pay.

Nixon Peabody’s list of issues to settle before signing a dental transaction puts the definition of the earnings calculation at the center of where disputes start. Get the definition in the letter, not in the appendix of a document you see in week nine.

Questions about the group’s own trajectory

You are not only choosing a buyer. You are choosing an employer whose ownership is likely to change while you are still working there.

The pool is wide, and these organizations differ enormously from one another. The Association of Dental Support Organizations counts more than 80 member companies supporting over 8,500 practices across 48 states.

Becker’s 2026 roster names more than 50 worth knowing, and the sector recorded more than 200 affiliations in 2025.

Ask the ownership questions plainly. Nobody sophisticated is offended by them.

Who owns the group today, and how long have they held it? A sponsor three years into a hold is in a different posture from one seven years in.

Is a recapitalization expected, and on what horizon? Treat any answer as a forecast about a market rather than a commitment. PitchBook’s coverage of dental exits describes a sector where holds have run longer than they were underwritten.

Who is my regional leadership, and how long have they been in post? Turnover in the layer directly above you predicts whether year two feels like year one.

How many practices have you affiliated in twenty-four months, and how many of those dentists are still with you? That is the retention question, and it is answerable.

What happens to my arrangement if the platform is sold? Does the employment agreement transfer, does the compensation formula survive, does the non-compete follow me?

How many locations have you closed or consolidated in three years? Growth gets published. Contraction rarely does.

If you want the current shape of who is acquiring and how the types differ, we keep a working view of who is buying dental practices.

The questions to ask people who are not the buyer

This is the highest-value hour in the whole process, and almost nobody spends it.

Every answer above arrives from the party trying to buy your practice. All of them may well be accurate.

They remain the sales version, and the sales version of anything is assembled by people whose profession is assembling it.

So go find dentists who sold to that group two or more years back. Then listen.

How to find them. Affiliation announcements are published. Group Dentistry Now runs a monthly deal roundup naming individual affiliations, Becker’s covers the same ground, and the group’s own newsroom lists the practices it has added.

Cross-reference those names against the group’s current locations page. Then look up the selling dentist in the state licensure register and call the practice.

Ask the buyer for references too, and take them. Just understand that a curated reference and a name you found yourself are two different instruments, and you want both.

What to ask them. Keep it concrete and keep it about behavior, not feelings.

• What surprised you in the first six months?
• What changed that you did not expect to change?
• How many of your team are still there?
• Has your pay landed where you modelled it?
• Did anything you were told verbally fail to appear in a document?
• Would you sign it again, and what would you negotiate differently?

That last question is the one that produces the honest answer. Almost everyone will answer it.

Now, some hard evidence about why this conversation matters, and then my own argument with it.

ADA Health Policy Institute research tracked new dentists who left an affiliated private practice for somewhere else. Satisfaction with autonomy in clinical decision-making rose from 32% to 94%.

Satisfaction with influence over how the practice is run went from 7% to 75%. Workplace culture, 21% to 83%.

The same study found 48% of new dentists in affiliated private practice planned to leave their setting. Among those in unaffiliated private practice, 8% did.

Those are striking numbers and they deserve a caveat, which I will give you honestly because the caveat is where the useful thinking is.

That research covers dentists less than ten years out of school, mostly employees who never owned the practice. You are not them.

You will arrive with a signed agreement, negotiated terms, and standing they never had.

But you will also be an employee for the first time in twenty years, in a building you used to own. The direction of those findings is worth taking seriously even where the magnitude does not transfer.

Which is exactly why you talk to people who are actually in your position. Not associates.

Selling owners, two years in.

The questions that should change your decision

Most of the list above informs you. This short set is different, because the answers should be capable of stopping you.

Show me the employment agreement and the management services agreement now, in draft. A group that will not share templates early is telling you the documents contain things it would rather discuss later.

Which of the things you have told me today will appear in writing? Everything said warmly in a meeting is worth precisely nothing at closing. Ask which sentences survive into a document.

Who is the last selling dentist who left your organization before their term ended, and may I call them? Nobody enjoys this question. The quality of the response, more than its content, tells you what kind of counterparty you have.

If I want to retire in three years rather than five, what actually happens? To my equity, to my earnout, to my restrictive covenant.

What does the practice look like on the day I leave? If your team, your name and your patients matter to you, ask what the plan is for the thing you spent a career building.

What is the one thing sellers most often wish they had asked you? The good ones have an answer ready, and it is usually revealing.

Two tells are worth naming. An answer that arrives as a value statement instead of a fact is not an answer.

And “we’ll work that out in the definitive documents” means you will work it out with no leverage, under exclusivity, against their counsel.

The one-page list to take into the meeting

Print this. Take it with you.

Write the answers down during the meeting, not afterwards from memory.

Why the answers get better when someone else is bidding

Here is the uncomfortable mechanic underneath every question on that page.

A group approaching you privately has no reason to give its best answer, because there is nothing to compare that answer against. Not cynicism.

Just a description of what one bidder is.

Put four qualified organizations in front of the same practice and the questions change character. They stop being requests and become criteria.

A retention commitment for the team. A materials carve-out.

A shorter term, a fee definition in writing. All of it becomes available, because the group that will not answer loses to the group that will.

That is what the Elite Selling System is built to produce. We hand-select and vet every buyer who gets to bid on your practice, the way a doorman with a velvet rope lets in only the right people.

Then we run a private competitive window inside that vetted group.

The price moves. In my experience the operational terms move further, and those are the ones you live inside for five years.

Side-by-side answers also do something a single conversation never can. They show you the range, so you find out that a materials carve-out was always possible.

What to do next

If a group has approached you and you are curious rather than committed, this list costs nothing to use. Two meetings, honest notes, three phone calls.

You will then know more about that organization than most owners know about the one they signed with.

A year or two out, the same questions work as preparation. They tell you which parts of the practice you would defend hardest, and those are usually the parts worth strengthening before anyone values it.

And if the answers come back good, that is a real result. Plenty of owners are genuinely happy three years in, and the happy ones nearly always asked first.

What I would not do is pick an employer for five years from a document that describes a price.

We will read whatever you have been sent and tell you plainly what it says and what it leaves out. Including, sometimes, that the offer is fair and the group is a good fit for you.

It starts with a free, confidential practice value estimate.

Our fee varies depending on the value of the practice and is entirely success-based. If we do not get you a result, we do not get paid.

If you want the wider picture first, our overview of selling a dental practice walks the whole process, and what your practice is worth covers the arithmetic side of the same decision.

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Frequently asked questions

What questions should I ask a DSO before selling my practice?

Ask about what the offer cannot price. Who selects materials, lab and supplies; whether case-acceptance or production targets exist; whether your team keeps accrued PTO, tenure and benefits; how you are paid after closing and how the management fee is calculated; and who owns the group today.

Will I really keep clinical autonomy after selling to a DSO?

Legally, clinical decisions remain the licensed dentist’s. In practice the differences show up in materials, lab selection, supply formularies, schedule templates and case-acceptance targets, none of which are strictly clinical.

Ask whether any decision of yours is subject to review by a non-dentist, and get the answer in writing.

What happens to my staff when I sell to a DSO?

It varies by group and it is negotiable. Ask specifically whether accrued paid time off carries over, whether tenure counts toward seniority and benefits eligibility, what happens to the retirement plan and everyone’s vesting, and whether current wage rates hold or staff are re-levelled into pay bands.

How will I be paid after selling my practice to a DSO?

Usually on a formula rather than practice profit — a percentage of your personal production or collections, a salary, or a share of location profit. Test what happens if the group changes the fee schedule or payer mix, since those decisions move your income and you will no longer control them.

What is a DSO management fee and how does it affect me?

It is what the practice pays the management company for the services in the management services agreement, commonly a percentage of collections. The rate is negotiated, not standard.

Ask whether it reduces the earnings figure your bonus, earnout or profit share is measured against.

Should I talk to other dentists who sold to the same DSO?

Yes, and it is the highest-value hour in the process. Find dentists who affiliated two or more years ago through published deal announcements and the group’s own locations page, then ask what surprised them, how many of their team stayed, and whether they would sign again.

Is it rude to ask a DSO these questions?

No. This is ordinary diligence, every serious buyer expects it, and organizations with a strong doctor experience are pleased to discuss it because it is what they compete on.

An evasive or deferred answer at this stage is itself useful information.

How long will I have to keep working after selling to a DSO?

Commonly three to five years, and Becker’s has reported more groups requiring a minimum five-year post-closing term. That commitment is a large part of the total deal, so the compensation formula, hours and termination rights deserve as much scrutiny as the purchase price.

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Sources

Practice ownership, dentist satisfaction and workforce data

1. ADA Health Policy Institute. “Practice Setting Transitions and Career Satisfaction among New Dentists.” July 2023. ada.org
2. ADA Health Policy Institute. “Practice Ownership Trends in Dentistry: A New Look at Old Data.” ada.org
3. ADA Health Policy Institute. “Trends in Dentists’ Income, Revenue and Hours Worked.” ada.org
4. ADA Health Policy Institute. “Dental Practice Research — DSO Affiliation.” ada.org
5. ADA News. “Private equity affiliation among dentists increases.” adanews.ada.org
6. ADA Health Policy Institute. “Dental Hygienist Shortage.” ada.org

The transaction documents and what they govern

7. Cranfill Sumner LLP. “Selling Your Dental Practice to a DSO: What to Expect Before, During, and After the Deal.” cshlaw.com
8. Mandelbaum Barrett PC. “The Four-Phase DSO Transaction Process: What to Expect When Selling a Dental Practice.” mblawfirm.com
9. Nixon Peabody LLP. “Five Issues Dentists and DSOs Should Address Before Signing a Transaction.” July 2026. nixonpeabody.com

Clinical autonomy, state law and the corporate practice of dentistry

10. Benesch, Friedlander, Coplan & Aronoff LLP. “California Enacts SB 351: New Restrictions on Private Equity and Hedge Fund Involvement in Physician and Dental Practices.” beneschlaw.com
11. Hinshaw & Culbertson LLP. “A New Era of Compliance Standards for California DSOs and MSOs After the Aspen Dental Settlement.” hinshawlaw.com
12. Holland & Knight. “Q1 Recap on Proposed Legislation Affecting Healthcare Consolidation.” hklaw.com
13. Becker’s Dental Review. “Efforts grow to limit corporate dental ownership, protect dentist autonomy: 6 updates.” beckersdental.com
14. US House Committee on Oversight. “Survey of State Laws Governing the Corporate Practice of Dentistry.” oversight.house.gov

Operations, supply formularies and the buyer pool

15. Group Dentistry Now. “Understanding and Evaluating GPOs and Procurement Platforms to Streamline Your Supply Ordering Process.” groupdentistrynow.com
16. Group Dentistry Now. “DSO Deal Roundup.” groupdentistrynow.com
17. Association of Dental Support Organizations. “About ADSO.” theadso.org
18. Becker’s Dental Review. “52 DSOs to know: 2026.” beckersdental.com
19. Becker’s Dental Review. “200+ DSO affiliations in 2025: State-by-state breakdown.” beckersdental.com
20. Becker’s Dental Review. “How dental M&A is evolving in 2026.” beckersdental.com
21. PitchBook. “Pulling Teeth: Why Dental Sector Exits Have Been Tough for PE.” pitchbook.com