Buying a Dental Practice in Ontario

Published 12 September 2026 · By Jatin Dua, Broker of Record, RE/MAX Quantum Realty

Last updated 12 September 2026. Written by Jatin Dua, Broker of Record at RE/MAX Quantum Realty, 799 The Queensway, Etobicoke · Commercial & business purchases · 10 min read

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The short answer

You are not buying a licence. A dentist’s Certificate of Registration is personal and renewed annually, and it does not travel with the practice. What you are buying is a patient list, equipment, staff, a lease and a corporate shell — and the regulatory steps on a change of ownership are short and dated. The Royal College of Dental Surgeons of Ontario requires notice of a change of shareholders within 10 days, requires the seller to notify patients of the ownership change in writing, and gives the buyer one year to remove the previous owner’s name from signs and stationery. Almost everything else that decides whether this deal is good or bad is contract, tax, lease and staff.

A dental practice purchase is two separate purchases wearing one coat

There is the business — charts, goodwill, equipment, staff, the corporation if you are buying shares. And there is the premises — the lease or the building, the x-ray plan, the sterilisation room, the drains. Buyers treat these as one thing because they are sold as one thing. They are governed by different rules, enforced by different bodies, on different timetables.

This post is about the business side. The premises side has its own permits and its own inspection cycles, and I cover those in the lease clauses that matter. The mistake I see constantly is a buyer who has negotiated hard on the multiple and not once asked what happens to the corporation’s history, the staff’s accumulated service, or the landlord’s right to say no.

Asset purchase or share purchase decides almost everything downstream

An Ontario corporation is a separate legal person: the Business Corporations Act says it “has the capacity and the rights, powers and privileges of a natural person.” That line is why the two structures behave so differently. Buy the shares and the corporation continues. It still owns its equipment, still owes its liabilities including the ones nobody has found yet, still sits as tenant on the lease. Only the shareholdings change. Buy the assets and you take only the items listed in the agreement, leaving the old corporation holding whatever you did not name.

Sellers usually want a share sale. A share vendor may be able to claim the capital gains deduction on qualified small business corporation shares; CRA’s published limit for 2025 was $1,250,000, and I will not quote a 2026 figure because the CRA page that publishes the indexed limits does not state one. Buyers usually want assets, because on an asset purchase you set cost at the price you allocated, and goodwill lands in Class 14.1 at a 5% declining-balance capital cost allowance rate for property acquired after 2016. Your accountant decides which side of that trade is worth more. The number attached to that decision is usually bigger than the number you were arguing about on price.

Item	Share purchase	Asset purchase
Corporation’s existing liabilities	Stay with the corporation you now own	Left behind, except what you expressly assume
Ontario Land Transfer Tax on the real estate	Not ordinarily payable on a share transfer	Payable on the conveyance of the land
Tax cost of the equipment	Inherited as-is	Reset to the allocated purchase price
Goodwill treatment for the buyer	No separate goodwill class	Class 14.1, 5% declining balance
Employees’ accumulated service	Continues — same employer	Deemed to continue under the ESA
Lease	Tenant entity unchanged — but read the change-of-control clause	Assignment, needs landlord consent where the lease says so
RCDSO shareholder notice	Required within 10 days of the change	Not a shareholder change, but corporation status still matters

Nobody credible publishes what an Ontario dental practice sells for

I want to be blunt about this because it is the part of the conversation where buyers get worked. There is no Canadian primary source that publishes dental practice sale values or valuation multiples. Not the College. Not the Ministry. Not Statistics Canada. When somebody quotes you “practices around here go for X times,” they are quoting their own book of deals. That may be useful market colour. It is not a published benchmark.

The closest thing to a government figure is not a sale price at all. Innovation, Science and Economic Development Canada’s Canadian Industry Statistics page for NAICS 6212, Offices of dentists, reports 33,287 establishments in 2025 and, in its 2024 small and medium enterprise industry averages, average revenue of $769.1 thousand with 92.7% of businesses profitable. That is Canada-wide revenue per establishment — not Ontario, not Toronto, and not what anybody paid for a practice. Use it for one thing: sanity-checking whether the revenue you have been shown is plausible.

What decides the price on a real file is the chart audit, the hygiene column, the recall rate, the associate contracts and the lease. A valuator who does dental work will build you a number from the practice’s own data. That number is defensible. A multiple you heard at a study club is not.

THE LEASE CAN KILL THE DEAL AFTER YOU HAVE BOUGHT IT The single most expensive mistake in a dental practice purchase is treating the lease as paperwork. Ontario’s Commercial Tenancies Act deems a covenant against assignment to include a proviso that consent will not be unreasonably withheld — but only “unless the lease contains an express provision to the contrary.” A commercial lease can validly give your landlord absolute discretion to refuse. If the remaining term is short, if there is no renewal option, or if the landlord holds a sole-discretion consent right, you have bought a patient list that may have to move. Read the assignment clause before the offer goes out, not after.

The share rules bind the professional corporation, not everything around it

A dentist can practise through a Health Profession Corporation. The Business Corporations Act rule for professional corporations generally is that “all of the issued and outstanding shares of the corporation shall be legally and beneficially owned, directly or indirectly, by one or more members of the same profession.”

For dentistry the RCDSO puts it this way: voting shares must be held by College members. Non-voting shares “can be owned by a member of the College, a family member of a voting dentist shareholder (spouse, child or parent) and in trust for one or more children of a voting dentist shareholder who are minors, as beneficiaries.”

So the family trust structure is expressly contemplated on the non-voting side. Control is not. Which brings us to the question most people get wrong in both directions.

Can a non-dentist own a dental practice? The College answered this in September 2025

This is the question I get asked most often, and the internet answers it badly.

In a report on practice models and corporate dentistry dated 18 September 2025, RCDSO Council stated that the College “does not have the authority to regulate non-registrants or the ownership structures through which registered dentists practice,” and that dental service organisations “may be owned by dentists or non-dentists.”

That is the real answer. The share restriction binds the professional corporation; it does not reach every entity that sits around a dental practice. A non-dentist cannot hold voting shares in the Health Profession Corporation through which a dentist bills for clinical services. A non-dentist can be involved in entities that own equipment, hold the lease, employ administrative staff or provide management services, because the College has told its own Council it has no jurisdiction over those structures.

What the College still regulates is the dentist. Professional judgement, records, advertising, infection control and the standard of care remain the registrant’s responsibility no matter who owns the photocopier. If you are building a structure here, the people who design it are a health law lawyer and an accountant, in that order, and they will want to read that Council report first. Point them at it.

The College’s change-of-ownership requirements are short, specific and easy to miss

Dentistry is not pharmacy. There is no rule that buying a practice equals opening a new one. What there is, is a small list of dated obligations in the RCDSO’s own change-of-ownership guidance.

A Health Profession Corporation needs a Certificate of Authorization first: the College states that “it is not permitted to run dental fees for services through a HPC until a certificate of authorization has been issued by the College.” Certificates expire 31 August annually. On a shareholder change, “the College must receive notice of the change of shareholders and other required documentation within 10 days of the change of shareholders taking place.” The seller “must notify the patients of the practice in writing about the change in ownership.” The buyer must remove references to the previous owner from signs and stationery within one year.

One thing I will not tell you, because the College’s published material does not say it: whether an existing Certificate of Authorization automatically survives a share purchase. The RCDSO requires the 10-day notice and does not address certificate continuity either way. Unlike the Ontario College of Pharmacists, it does not say a purchase equals a new certificate. Do not assume either result — have your lawyer put the question to the College in writing before closing.

The short version

The regulatory load on the business side of a dental purchase is lighter than buyers expect and the commercial load is heavier. Ten days for the shareholder notice, written notice to patients, a year to change the signs. Those are manageable. What will actually cost you is a lease you did not read, a purchase price allocation your accountant did not draft, an HST election nobody filed, and eight long-service employees whose accumulated service you inherited without pricing it.

HST, goodwill, and the election that has a trap in it

Ontario HST is 13%, and sales of commercial real property are taxable supplies unless specifically exempted. On a going-concern sale, the joint election under section 167 of the Excise Tax Act lets supplier and recipient elect so tax does not apply to the supply of the business, where the recipient acquires “ownership, possession or use of all or substantially all of the property that can reasonably be regarded as being necessary for the recipient to be capable of carrying on the business.” CRA reads “all or substantially all” as “generally 90% or more” of the fair market value of the necessary property. If the supplier is a registrant, the recipient must be one too. The election goes on Form GST44, filed by the due date of the recipient’s return for the first reporting period in which tax would have become payable.

Two things buyers get wrong. First, goodwill: HST does not apply to the part of the consideration reasonably attributed to goodwill where the section 167.1 conditions are met, and CRA confirms that holds whether or not the election is filed. People file the election believing it is what saves the tax on goodwill. It is not. Second, the expensive one: three carve-outs survive the election, including a taxable sale of real property where the recipient is not a registrant. Buy the practice and the building through an unregistered entity and HST on the real property is payable despite the election. More on how that lands in an agreement in my note on HST clauses in an Ontario agreement of purchase and sale. Your accountant decides the election; my job is making sure the agreement does not decide it for you by accident.

The staff come with the practice whether you want them or not

This one is statutory and it does not care how you structured the deal. Section 9(1) of the Employment Standards Act, 2000 says that if an employer sells a business or part of a business and the purchaser employs an employee of the seller, the employment “shall be deemed not to have been terminated or severed” and the employee’s service with the seller “shall be deemed to have been employment with the purchaser” for any subsequent calculation of length of employment. The Act defines “sells” to include “leases, transfers or disposes of in any other manner.” One exception: subsection 9(2) disapplies the rule if you hire the employee more than 13 weeks after the earlier of their last day with the seller and the day of the sale.

So the hygienist who has been there fourteen years arrives with fourteen years attached. Statutory notice of termination runs up to eight weeks at eight years or more of service. Severance under section 64 is separate, payable where the employee had five years or more and either the business is permanently discontinued with 50 or more employees severed in six months, or the employer has a payroll of $2.5 million or more — and the related-employer rule in section 4 can treat your other businesses as one employer under the Act. Severance is capped at 26 weeks’ wages. Those are ESA minimums only; common law reasonable notice is a separate and generally larger question for an employment lawyer. Price it before closing, from the seller’s payroll records, and put it in your offer rather than your first month.

If you are buying the building too, the tax changes shape

The Ministry of Finance’s position is that “the transfer of shares of a corporation which holds land in its own right does not ordinarily attract tax” under the Land Transfer Tax Act. An asset purchase of the land does. Commercial property tops out at 2.0% provincially above $400,000 — the 2.5% tier is confined by statute to land containing one or two single family residences. Inside Toronto, Municipal Land Transfer Tax has applied to all properties since 1 February 2008 and its commercial table also tops out at 2.0%, so the combined top marginal rate is 4.0%, plus an MLTT administration fee of $102.56 plus HST. The April 2026 MLTT revision raised high-value residential brackets only.

If you are financing it, the goodwill cap will surprise you

Under the Canada Small Business Financing Program, a borrower and related borrowers can take up to $1,000,000 in term loans, of which a maximum of $500,000 is for purposes other than real property the borrower owns. Inside that $500,000, a maximum of $150,000 can finance intangible assets and working capital. Goodwill is an intangible asset — the Guidelines list “goodwill if part of a going concern purchase” — so financeable goodwill sits inside that $150,000 sub-limit. A $150,000 line of credit for working capital sits above the term ceiling. Gross annual revenue must not exceed $10 million, and a holding corporation is not an eligible borrower.

The Guidelines also contain a drafting instruction: a going-concern agreement “should set out the allocation of the purchase price for each of the assets listed in the agreement.” Your allocation is doing three jobs at once — tax, HST and financing eligibility. Draft it deliberately.

How I would sequence it

Read the lease first. Before price, before charts, before anything. If the assignment clause gives the landlord sole discretion and the term is short, everything else is theoretical. I build a lease review condition into the offer so the review happens with the actual document in hand and a way out if it is bad. Then get the structure decision made by the accountant and the lawyer, because it drives the allocation, the HST election and whether you are notifying the College about shareholders at all. Then the operational diligence: charts, recall, associate agreements, staff service dates, equipment age, premises permits. Then put the College questions in writing and close with the answers in hand. None of that is exotic. It is what people skip because the seller is in a hurry.

Do I need to be a dentist to buy a dental practice in Ontario?

To hold voting shares in the Health Profession Corporation that bills for clinical services, yes. The Business Corporations Act requires professional corporation shares to be owned by members of the same profession, and the RCDSO restricts non-voting shares to members, close family of a voting dentist shareholder, and trusts for their minor children. But in September 2025 RCDSO Council stated the College “does not have the authority to regulate non-registrants or the ownership structures through which registered dentists practice.” Structures around the professional corporation are a question for a health law lawyer.

What is a dental practice in Ontario worth?

No credible Canadian primary source publishes dental practice sale values or multiples, and I will not invent one. Any multiple you are quoted comes from somebody’s private deal book. The only government figure available is Canada-wide industry revenue: ISED reports 33,287 dentist offices in Canada in 2025 and average revenue of $769.1 thousand with 92.7% profitable in its 2024 SME averages. That is revenue per establishment, not a sale price. A valuator working from the practice’s own data gives you a defensible number.

Does the seller’s Certificate of Registration transfer to me?

No. A Certificate of Registration is personal to the individual dentist and is renewed annually. It is not an asset of the practice and it does not transfer with a sale. A Health Profession Corporation is different — it holds a Certificate of Authorization, which expires 31 August each year, and the College says fees for services cannot be run through the corporation until that certificate has been issued. Whether an existing certificate survives a share purchase is not addressed in the College’s published material.

How quickly do I have to tell the RCDSO about a change of ownership?

On a shareholder change, the College states it “must receive notice of the change of shareholders and other required documentation within 10 days of the change of shareholders taking place.” Ten days is short. Put the notice package together before closing so it is filed rather than remembered. Separately, the seller must notify patients of the ownership change in writing, and you have one year from the change to remove references to the previous owner from signs and stationery.

Is HST payable on the purchase of a dental practice?

It depends on what you are buying and how. HST does not apply to the portion of the consideration reasonably attributed to goodwill where the section 167.1 conditions are met — and CRA confirms that is true whether or not the section 167 election is filed. The joint election on Form GST44 can relieve tax on the balance of a going-concern sale where the recipient acquires all or substantially all the necessary property, read by CRA as generally 90% or more. Three carve-outs survive the election. Your accountant decides.

Can I clean house on staff after I take over?

You can, but you pay for the seller’s years as well as your own. Section 9(1) of the Employment Standards Act, 2000 deems a transferred employee’s service with the seller to be service with you. Statutory notice runs to eight weeks at eight or more years of service, and severance pay under section 64 is capped at 26 weeks’ wages where the thresholds are met. The only escape is section 9(2): hiring more than 13 weeks after the sale, which is rarely practical. Get the payroll records and price it.

Is a share purchase always better because there is no land transfer tax?

No land transfer tax on the shares is real — the Ministry of Finance says a transfer of shares of a corporation holding land in its own right does not ordinarily attract the tax. But a share purchase also means you inherit the corporation’s liabilities, its existing tax cost in the equipment, and no fresh goodwill base in Class 14.1. And the Ministry taxes unregistered dispositions of a beneficial interest in land, with an anti-avoidance rule in the Act. This is an accountant-and-lawyer decision, not a rule of thumb.

Can I finance the goodwill with a government-backed loan?

Partly. The Canada Small Business Financing Program lists goodwill as an intangible asset where it is part of a going concern purchase, but intangibles and working capital together are capped at $150,000, inside a $500,000 non-real-property limit, inside a $1,000,000 term loan ceiling. A $150,000 line of credit for working capital sits on top. Gross revenue must not exceed $10 million and a holding corporation is not an eligible borrower. Your lender confirms eligibility; the Guidelines expect your agreement to allocate the price asset by asset.

Sources

THINKING ABOUT A DENTAL PRACTICE PURCHASE IN THE GTA?

I read the lease and the premises before you commit to the price. I am a broker, not your lawyer or your accountant, and the structure decision is theirs — but the real estate underneath a practice purchase is mine, and it is where these deals most often go wrong.

Book a 15-minute call or call or text 833-330-1925.

If you ask me what practices are selling for, my honest answer is that nobody publishes it. I will tell you what I can verify and point you to a valuator for the rest.

More in this series

Jatin Dua is Broker of Record and co-founder of RE/MAX Quantum Realty, Brokerage, Unit 101, 799 The Queensway, Etobicoke. Four-plus years in the GTA and more than $100M in sales volume. He works on commercial and business purchases across Toronto and the west GTA.

This is general professional commentary from a Broker of Record on commercial and business acquisitions in Ontario. It is not legal, tax or accounting advice, and it does not create any professional relationship. Whether a licence transfers, how a purchase should be structured, what tax applies and what a regulator will require on your particular file are questions for your lawyer, your accountant and the regulator itself. Rules, fees and published requirements change — verify anything you intend to rely on against the primary source on the day you rely on it.