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Legal Services for California Dental Practice Transitions

Practice Sales & Purchases Letters of Intent
Professional Corporations LLCs
Partnership Agreements Associate Agreements
Office Sales (Real Estate) Office Leases
Non-Disclosure Agreements Shareholder Agreements
Annual Corporate Minutes Corporate Records Rehabilitation

Why You Need a Dental Practice Transition Attorney

Practice Sales & Purchases: Legal consultation and documentation production and review for the 100% sale or purchase, or partial buy-in or buy-out, of a dental or orthodontic practice. Dual representation available depending on client and attorney consent. Flat rate or hourly fees available.

Flat rate is ALL INCLUSIVE: legal consultation, drafting and review of practice transition documents, including the Asset Purchase Agreement, Non-Competition Agreement, Post-Sale Seller Association Agreement, Lease Review and Assignment, Accounts Receivable Agreement, and Bill of Sale. No time limit, with all telephone calls and emails included. Seller's sale or lease of the practice real estate, Buyer SBA loan matters, opinion letters, and Seller's financing documents are not included in flat rate, but are available separately. NOTE: buy-ins should strongly consider a written partnership agreement and/or professional corporation, also available separately.

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Letters of Intent: Providing, reviewing and/or discussing a non-binding letter agreement, whether required by (i) a practice broker before you are allowed to inspect the seller's financial and other practice documents, (ii) a lender before qualifying you for the loan, or (iii) the parties themselves prior to drafting full sale documentation. Payment will be applied to your flat rate Dental Practice Sale price if you choose to go forward with the purchase. Includes exclusive dealing and non-disclosure provisions. Flat rate or hourly fee depends on circumstances.

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Compare Advantages of C corporations vs. S corporations

Professional Corporations: Flat rate price is ALL INCLUSIVE; filing fees, legal consultation, name availability, Articles, Bylaws, Election of Directors/ Officers, Minutes of First Board Meeting, Assignment and Employment Agreements, S Election or Medical-Dental Reimbursement Plan (as applicable), Stock Certificate issuance, regulatory and securities filings, Federal and State tax ID numbers, fax/email/over-the-counter filing, corporate kit, and all other expenses are included in flat rate price. Rush filing available for additional fee. Corporate dissolutions also available at a flat rate.

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Compare Advantages of Corporations vs. LLCs

LLCs: Flat rate price is ALL INCLUSIVE; filing fees, legal consultations, name availability, Articles, regulatory filings, Federal and State tax ID Numbers (as applicable), fax/email/over-the-counter filing, and all other expenses are included in price. Same day rush filing available for additional fee. (Professional LLCs not available to licensed professionals in CA.)

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Compare Advantages of Corporations vs. Partnerships

Partnership Agreements: Legal consultation and documentation for a partnership agreement for two or more dental practitioners. Income, expenses and assets can be shared equally, allocated prorata to production or collections, or paid separately. Includes buy-out arrangements on retirement, loss of license, disability or death. Note: separate professional corporations for each partner are strongly suggested to avoid personal liability for the acts and omissions of partners and employees. Does not include the initial buy-in to an existing practice. Flat rate or hourly fee depends on circumstances.

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Associate Agreements: For your employee or associate (independent contractor) dentist. Compensation by salary, day rate, production, collections, or some combination. Includes non-competition and non-solicitation provisions if available. Can anticipate, but does not include, partial buy-in or full purchase of the practice. Flat rate or hourly fee depends on circumstances.

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Real Property Sales & Purchases: Legal consultation and documentation production and review for the 100% sale or purchase, or partial buy-in or buy-out, of a office real estate. Dual representation available depending on client and attorney consent. Flat rate or hourly fees available.

Flat rate is ALL INCLUSIVE: legal consultation, drafting and review of all real property sale documentation, including the sale contract, required Seller disclosure forms, 3rd party disclosure reports, title reports, escrow instructions, and association transfer package, as applicable. No time limit, with all telephone calls and emails included. 3rd party disclosures, escrow, title report/insurance, owner association, appraisal and other 3rd party charges are not included. Escrow, title inspection, loan documention review, and appraisal also are not included in flat rate. NOTE: purchaser should consider forming a non-professional LLC for ownership, also available separately.

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Office Leases: New office leases are net, modified gross or gross, for your freestanding building or office condo. Lease review includes review, proposed changes and discussion prior to re-submission to landlord. Flat rate or hourly fee depends on circumstances.

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Non-Disclosure Agreements: Requires a potential buyer to not disclose or use the information obtained by inspecting the office, tax returns and other business information. For use when inspection is allowed before Letter of Intent is completed and includes exclusive dealing provisions. Flat rate or hourly fee depends on circumstances.

Staff Confidentiality Agreements: A flat rate master contract for signature by all employees, prohibiting disclosure or misuse any confidental information obtained while working for the dental practice (e.g., patient contact information, referral sources, marketing programs, and potential ownership changes).

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Shareholder Agreements: For the mandatory or optional purchase of a departing shareholder's or partner's ownership interest in the practice after death, disability, loss of license or retirement. Life and/or disability insurance may be purchased (and premiums sometimes deducted) to cover the buy-out. Flat rate or hourly fee depends on circumstances.

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Corporate Formalities: Protect Your Tax and Limited Liability Benefits

Annual Corporate Minutes: Required to withstand an IRS audit and maintain limited liability protection. A comprehensive, customized and attorney drafted flat rate package, with online submission of information and designed to enable the minutes to withstand an IRS audit and maintain limited liability protection. Start now! New Clients or Existing Clients.

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Minute Book Rehabilitation: Flat rate review of corporate minute book and completion/ correction/ filing of missing or incorrect documentation, all designed to enable the minute book to withstand an IRS audit and maintain limited liability protection. Organizational, regulatory, tax and securities issues all addressed; filing fees and corporate record book orders are additional.

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