How do I sell a dental practice in Ontario?

A dentist selling a practice in Ontario deals with two sets of rules at the exit: the Royal College of Dental Surgeons of Ontario (RCDSO), which sets out what a selling dentist must do about patients and records, and the Personal Health Information Protection Act, 2004 (PHIPA), which governs the records themselves. This page covers Ontario only and takes the seller’s side: patients, records and notices. If you want the buyer’s view of corporations and certificates, read how to buy a dental practice in Ontario.

Telling patients about the new owner

The RCDSO says the selling dentist must notify the practice’s patients in writing about the change in ownership. It adds that if the outgoing dentist cannot do so, for example because of incapacity or death, the incoming dentist must notify the patients in writing of the circumstances and that their records are in the incoming dentist’s possession. The RCDSO also says disputes between practitioners, or contractual arrangements, should not affect patients’ future treatment, restrict their right to choose a dentist, or limit their access to their charts. Keep the sale agreement consistent with that.

Moving the records under PHIPA

The RCDSO says that under PHIPA the selling dentist is responsible for transferring patient records to another health care custodian. PHIPA s. 42(2) allows a custodian to transfer records to its successor if it makes reasonable efforts to give the individual notice before the transfer or, if that is not reasonably possible, as soon as possible after. The Information and Privacy Commissioner of Ontario adds that a custodian’s obligations do not end until a legally authorized successor has custody and control of the records, so a record transfer should be documented, with the date custody changes. Before the sale closes, PHIPA s. 42(1) separately lets a custodian disclose personal health information to a potential successor so that the successor can assess and evaluate the custodian’s operations, if the potential successor first enters into an agreement with the custodian to keep the information confidential and secure and not to retain any of it longer than is necessary for the assessment or evaluation. Do not show a prospective buyer patient charts until that agreement is signed, and read the section itself for its full conditions.

Access to the charts after the sale

The RCDSO states that the purchase and sale agreement typically contains provisions that move responsibility for retaining the records to the purchaser and give the vendor a right of access to them if needed to defend a complaint or claim against the dentist. That wording is the RCDSO’s own description, not a rule that every agreement must follow. Ask your lawyer to include an access clause and to say how long the buyer must keep the charts.

Work in progress and signage

The RCDSO suggests that, before the sale, the selling dentist review each patient’s ongoing treatment needs, identify those who are part-way through treatment, and plan how that treatment will be completed or referred. It says ideally the selling dentist will complete the treatment and take care of any retreatment. It also says the purchasing dentist must remove any reference to the previous owner from signs and stationery within one year of the change in ownership, so agree who pays for new signage. For work that later needs redoing, the RCDSO advises the selling dentist to make a plan for retreatment of failed treatment and says the purchasing dentist should consult the selling dentist about the treatment provided, and notes that the purchasing dentist may not be aware of circumstances that may have contributed to the failure of a patient’s treatment. Settle in the agreement how a patient who returns with a problem will be handled, and who tells that patient what treatment is required.

If the practice is a dental corporation

The RCDSO says that where a practice is owned through a health profession corporation, the College must receive notice of the change of shareholders and other required documents within 10 days of the change. It also says that if you hold current certificates of authorization for a health profession corporation, their revocation is automatic on the effective date of your resignation from the College. The RCDSO’s permits page adds that all certificates of authorization expire on August 31 each year and must be renewed annually, so check where the sale falls against that date.

Questions to settle before you sign

• Who sends the written patient notice, on what date, and what does the agreement say if the seller cannot?
• Does the agreement name who holds custody of the charts from the closing date, and does it keep your access for a complaint or claim?
• Which partly finished treatments will you complete before closing, and which are handed over with a plan?
• If the practice is a dental corporation, who files the shareholder-change notice with the RCDSO, and does the closing date allow for the 10-day window?