The Gillis Firm, PLLC

                                                          Dental. Medical. Veterinarian.
                                                         Your Practice is Our Passion.

We support healthcare practices throughout Virginia with offices in Northern Virginia and Richmond.

                                                                                                                    Call: (571) 209-5203


Medical and Dental Practices
Acquisition Services

We provide full service (flat-fee) solutions to assist you in all aspects of your practice acquisition/sale.  

Whether you are a buyer or a seller, the acquisition process can be very cumbersome.  Our goal is to guide you through the process to ensure that you are fully supported every step of the way.

We work with industry professionals (healthcare-specific practice brokers, CPAs, insurance agents, lenders, post-closing transition consultants, equipment specialists, commercial healthcare real estate brokers, and other industry professionals) to help move you through the process efficiently and effectively.  

The acquisition process has multiple steps, particularly for buyers, including but not limited to:

  • Financing/Approval Process
  • Initial Preview of the Practice/Letter of Intent
  • Contract Drafting/Negotiations
  • Fulfillment of Lending Requirements
  • Obtaining Insurances
  • Entity Formation
  • Lease Review/Assignment or Purchase Contract for the Underlying Real Estate
  • Ancillary Matters Such as Post-Closing Seller Transitional Services and Staff Considerations
  • Closing/Escrow/Disbursement of Funds

We also provide limited-scope services in the event that you only want a review of the purchase agreement, for example, but we strongly encourage our clients to take advantage of our full-service, flat-fee solutions to ensure that the legal bill is your last concern.  

We work aggressively and professionally to give you quality services and confidence in the process. As a courtesy to working professionals, we provide after-hours teleconference options to discuss your case.  

We offer a free extended, 30 minute consultation to medical/dental professionals to discuss your potential sale/acquisition needs. Please feel free to call or email us with inquiries.

A Quick Overview of the Acquisition Process

Whether you are a buyer or seller, the acquisition process generally follows a similar acquisition timeline.  

Please note that the below process is provided as a simple illustration and not as a definitive explanation of the outcome of each acquisition.  Each case is unique and may cause some variations to the proposed timeline.  

Stage 1: Listing/Showing Period

This is when the seller has decided to sell the practice. Sales can occur to an associate, a colleague or to a third party as a result of listing the practice for sale (generally with a broker). The potential buyer will inquire about the practice, tour the practice and may request various financial documents, first, to ensure that the practice is worth the asking price.  Financial information is an important first step for the buyer who may dispatch the services of a knowledgeable CPA. The buyer will also start looking into financing options (if buyer is not entering into a cash deal or if the seller is not otherwise directly financing the deal) and will generally submit the seller's financials to its lender.  Loan approvals generally take 2 weeks and will take into consideration both the buyer's financial health as well as the seller's practice's historical productions, profits, losses, etc. Prior to disclosing any information, the seller may request that the buyer sign a non-disclosure agreement to protect the seller's information from disclosure beyond the intended purposes.  During this stage, the buyer may move forward by providing a Letter of Intent to evidence his/her desire to purchase the practice.  This is when most buyers will start seeking out the assistance of an attorney.  

Stage 2: Contract Period/Due Diligence

Once the parties have executed the Letter of Intent and the buyer has obtained lending approvals, the parties move forward to Stage 2.  The buyer will work with its team of professionals to create a list of due diligence requirements to present to the seller/seller's representative(s). The buyer and his/her attorney will review the lease and start drafting a purchase agreement and various other documents necessary to consummate the transaction.  If the sale involves the purchase of the real estate, the real estate contract will need to be drafted and the due diligence process will also commence. A title examination will be provided by buyer's title company. Environmental assessments and an appraisal will also be commenced at the recommendation of the lender.  Lending conditions that are required to close are also issued by the lender during this time.  It is important to keep track of these conditions and make sure they are taken care of in a timely manner. The buyer's entity needs to be formed. Commercial insurances will need to be secured. This is a significant stage of the purchase process as there are a lot of moving parts. We offer added value for our clients by coordinating with third parties to minimize unnecessary delays.

Stage 3: Getting Ready to Close

Assuming that the due diligence process did not uncover any unfavorable findings, we will finish up negotiations on the contracts, have the purchase agreement executed by the parties and wind up any of the lingering real estate due diligence items to get a final closing date pinpointed. At this stage, lending conditions should be finalized or close to complete. If there is a lease, the buyer and the landlord should finalize the terms of the proposed assignment/transfer. If there are any lienholders for the seller's practice, they should now be discovered with releases or payoff arrangements secured. If Buyer needs post-transfer services such as credentialing assistance, Buyer will have engaged the services of a specialist. Buyer will have also made hiring decisions (whether to retain seller's staff or rehire) and will start to prepare for practice ownership. 

Stage 4: Closing/Practice Ownership

The closing date, itself, is relatively uneventful for the buyer and seller except for meeting with the attorney(s) to finalize signatures on any remaining documents (such as the Bill of Sale).  Buyer's attorney will generally see to escrowing funds and ensuring that all third party lienholders have been properly alerted about the transaction and appropriately paid off.  All prepaid items (example: rent) paid by the seller is disclosed in the settlement statement and accounted for between the parties.  The seller will often provide keys, final documents (such as patient credits lists), and instructions to the buyer.  The parties may continue discussions to ensure that all transitional matters are properly addressed. The attorneys for each side will coordinate with the CPAs and provide them with the final allocation figures and oversee any other adjustments that may be necessary if provided for in the purchase agreement.  

Commercial Lease Review/Drafting Services 

We have strong relationships with popular, reputable healthcare-specific brokers who often refer their clients to us once the financial terms of the lease have been brokered.  











Many of our medical and dental clients prefer to build out their own practices rather than acquire an existing practice.


We are often dispatched to help in reviewing the legal terms of the lease. Areas of main focus include, but are not limited to: the guaranty requirements imposed by the lease; permissible termination in the event of death or disability; calculation of operating costs/taxes (if applicable); tenant's cure rights; landlord's rights to terminate; condemnation proceedings; assignments and transfers including sublease rights, and more.


Call Now for a Free Case Evaluation

We offer a complimentary 30 minute case evaluation/telephone meet and greet for healthcare professionals.  


Please call or fill in a contact request form to schedule your consultation.


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Testimonials

Purchasing dental practice

5.0 stars


"Natasha had already lots of experience in procedures for purchasing the medical and dental practice. She was honest and straightforward legally and ethically in giving me advice from the start to the finish. She explained the advantages and disadvantages of the options and provided continuous information and quick response on the status and actions of the issues. She also provided copies of all correspondence and documents related to the my matter, and protected my interests and advised on my concerns when making important decisions. I chose the right attorney to work with me. I strongly recommend Natasha as your lawyer for your future. Now your turn and good luck!"-- Dr. Jung Oh, D.M.D.


Associate (employee) agreement review

5.0 stars


"Natasha is an excellent lawyer and I enjoyed working with her. She helped with my contract review/negotiations for an associate position as a pediatric dentist. She was very thorough, available to talk things over in a timely manner (she is very easy to reach during and after business hours), and helped me advocate for my best interests. She took time to explain the nuances of dental contracts in a language I could easily understand. She addressed all my concerns, never rushed me or pressured me, and always had my best interest in mind. I plan to use her services in the future and would highly recommend her to other dentists. She allots evening hours to talk with dentists which is extremely convenient!"-- Dr. R, D.D.S.


Commercial lease review

 5.0 stars


"Natasha is wonderful to work with! We are starting a new business and she was very helpful in explaining how to navigate commercial leases and gave valuable advice on starting our business and cautioned us on what to be careful of. She was kind, courteous and listened to our issues very carefully. If you're looking for an attorney who truly cares, I would highly recommend Natasha!"-- A.G.