Buying a Dental Practice: How to Keep the Staff

A practice changes hands as either an asset purchase, where you buy the equipment, charts, lease and goodwill, or a purchase of the practice's stock or ownership interest, where you take over the entity itself.

For your team, the label matters less than what the purchase agreement actually says about them.

You will often see it written that in an asset sale the seller terminates everyone and the buyer rehires the keepers.

That is a description, not a rule: our research found no primary source stating it as a general legal requirement.

What happens to the staff at closing is set by the deal documents and by state law, which is why your transaction attorney should read the staffing terms with you.

A few federal rules do speak to a buyer who keeps some or all of the seller's team.

The I-9 rules cover an employee who continues with a successor employer after a corporate reorganization, a merger, or a sale of stock or assets, and the IRS has its own rules for a successor employer that takes over another employer's business — including, in some cases, credit for wages the predecessor already paid.

The federal notice law people worry about rarely bites.

The WARN Act applies to employers with 100 or more employees, excluding part-time employees, or 100 or more including part-time employees who work at least 4,000 hours a week in aggregate.

Most dental practices sit below that.

Some states have their own mini-WARN laws, so ask whether yours is one of them.

If you are buying in as a partner rather than buying the practice outright, the structure and the staff questions change shape again — partnership buy-ins covers that deal from the buyer-dentist's side.

Start with what federal law does not do.

Employers are not required by federal law to give former employees their final paycheck immediately, and the FLSA does not require payment for time not worked, such as vacation or sick leave — those benefits are a matter of agreement between employer and employee.

So the deadline is state law, and vacation payout is a matter of agreement plus state law.

Some states require immediate payment of final wages.

Confirm your state labor agency's rule before closing rather than assuming the federal position applies.

California shows how strict a state can be.

There, an employee who is discharged must be paid all wages, including accrued vacation, immediately at the time of termination, and when a terminated employee has vested vacation they have not taken, all of it must be paid as wages at their final rate.

Two more California rules bear on what you inherit.

Use-it-or-lose-it vacation policies are unlawful there because vacation pay vests as it is earned, though a cap on accrual is permitted.

And an employer that willfully fails to pay final wages owes waiting-time penalties of up to 30 days' wages.

Whether a transition counts as a discharge when staff move from seller to buyer is not something this page can settle — our research found no general rule for it — so put it in the purchase agreement instead of hoping it never comes up: who funds accrued PTO balances at closing, and what happens to balances you honor afterward.

If employment ends at closing, the state's final-pay rule will look to whoever is the employer on that last day, which makes the staffing terms a dollar term of the deal, not a detail.

If you keep some or all of the seller's employees, the federal I-9 rules give you a shortcut.

An employee is treated as continuing in employment, with no new Form I-9 required, when they continue with a successor employer that keeps some or all of the previous employer's workforce in a corporate reorganization, merger, or sale of stock or assets — provided the new employer obtains and keeps the previous employer's I-9 records.

The condition is the rule.

Make the seller's I-9 files a closing deliverable, listed in the purchase agreement, and take custody at or before closing.

Without those records you cannot rely on that continuation treatment, and you should be prepared to complete a new Form I-9 for each person you employ.

Know what you are inheriting: keeping the seller's forms means keeping any errors in them.

Review the files after closing, and take any problems you find to employment counsel rather than quietly papering over them.

Payroll identity travels with the people, not the practice.

The IRS is direct that a successor employer that took over another employer's business must not use the prior employer's EIN — get your own.

A successor should also secure new Forms W-4 from transferred employees, unless the alternative procedure in IRS Revenue Procedure 2004-53 applies.

There can be an upside: when a corporate acquisition meets certain requirements, wages paid by the predecessor count toward the successor's Social Security wage base for the year, and a buyer of business assets may be able to count the wages the prior employer paid to employees who continue to work for you toward the $7,000 FUTA wage base.

New-hire reporting is a separate step: federal law requires employers to report basic information on new and rehired employees within 20 days of hire to the state where the employee works, and some states require it sooner.

Ask your state's new-hire reporting program how it treats staff who move onto your new EIN at closing.

Announce the sale to the team yourself, before patients hear it anywhere else.

A team member who learns about new ownership from a patient is answering questions you should have answered first.

Answer the questions people will actually ask: who the new owner is, whether their pay and schedules change now, who they report to, and how long the transition runs.

If you have not decided something, say that instead of promising it — a promise made at the announcement and broken in month two costs more trust than an honest "we have not decided yet."

Sequence matters.

Tell the whole team close together in time rather than letting a favored few know weeks early; the gap becomes the story.

Where the seller agrees, introduce the buyer to the team before closing, then follow with the patient announcement — ideally a joint message from seller and buyer that leads with what is true: same location, same team, same standard of care, and any changes to hours or insurance participation stated plainly rather than discovered.

Give the front desk a script before the patient announcement goes out, because the phones are where patients will ask.

And keep the message identical across the team, the patients and any referring offices — consistency is what makes a transition feel controlled.

The case for spending on retention is the cost of the alternative.

In ADA Health Policy Institute research published in April 2026, 91% of dentists who were actively recruiting or had recently recruited a dental hygienist said it was very or extremely challenging, and only 60% of dentists reported having an adequate number of dental hygienists on staff.

Losing a hygienist in the middle of an ownership change means recruiting into that market while you are also moving a practice.

ADA HPI's 2022 workforce research associated staying with work-life balance, a positive workplace culture and the ability to help patients, and leaving with negative culture, insufficient pay, lack of growth opportunity, inadequate benefits and feeling overworked.

The retention side of that list — work-life balance, a positive culture, time to help patients — is largely non-monetary, which is why holding schedules steady, introducing the new owner early and telling people what their role will be costs a transition nothing but attention.

For the people you genuinely cannot lose — the lead assistant who runs the sterilization flow, the front-desk veteran who knows every patient, the hygienist with a full column — a retention bonus is the direct tool.

Our research found no standard amount, so anchor it to what a departure would actually cost you: the recruiting bill, temporary coverage, and the schedules you would have to cut.

Structure it as payments tied to staying through defined dates after closing rather than one lump sum on day one, so the bonus protects you through the messy months and not just the signing.

Put the terms in writing: who is eligible, what dates they must be employed through, when each payment lands, and what happens if either side ends the employment early.

Hand it over with the announcement, not after a resignation letter — a bonus offered the day someone quits reads as a counteroffer, and a counteroffer is a worse place to negotiate from.

As the new owner you can set pay, benefits, schedules and policies going forward, within the limits of the purchase agreement and state law — and you will inherit some policies you would not have chosen.

Changing policy forward is one thing; how balances people have already earned are treated follows state law, the seller's written policy and your purchase agreement, so read all three before you change anything.

Change forward, not backward.

Put each change in writing with the date it takes effect and the reason, apply it to work performed after that date, and handle balances people have already earned exactly as the agreement says.

In California, remember that use-it-or-lose-it vacation policies are unlawful and vested vacation must be paid at the final rate when employment ends, so a new PTO policy there has to respect balances that already accrued.

Decide structural changes deliberately after closing rather than bundling them into the announcement.

If a change touches pay structures, start from the role pages instead of a blank page — the dental hygienist salary guide and dental assistant salary guide show how practices structure pay for each role.

If the transition leaves you genuinely short — someone retires rather than transfer, or a hygienist picks this moment to move — the dental hiring hub has an employer guide for each role and each hiring decision, from posting to offer.