A dental practice lawyer represents the dentist as the owner of a business, not the patient in the chair. The work is buying and selling practices, associate and staff agreements, entity structure, office leases, partner buy-ins, asset protection, and succession. In Utah, three statutes shape almost all of it.
Last updated: September 2026
Key Takeaways
- Utah does not prohibit non-dentist ownership of a dental practice. Utah Code 58-69-804 expressly lets a dentist practice through an LLC or an ordinary business corporation, and neither form restricts who may hold the equity.
- The restriction attaches to the entity you choose. If you form a professional corporation instead, Title 16 Chapter 11 limits shareholders to licensed professionals and makes shares issued in violation void.
- What Utah regulates is control, not ownership. A non-dentist may not direct or interfere with a dentist’s clinical judgment, and since 2025 that interference is defined as unlawful conduct rather than merely unprofessional conduct.
- As of May 6, 2026, a dental practice can no longer put a non-compete in an associate dentist’s employment agreement. Dentists are named healthcare workers under the amended Post-Employment Restrictions Act, and a covenant that violates it is void.
- The sale-of-business exception survived. A seller’s covenant in a practice purchase is still enforceable, which means the restrictive covenant moved out of the employment file and into the purchase agreement.
- Dental hygienists and dental assistants are not on the healthcare worker list, so the ban does not reach them.
What a dental practice lawyer actually does
There is a persistent confusion in this corner of the market. Search for a lawyer for dentists and half the results are firms that sue dentists on behalf of patients. That is a different practice, a different client, and a different set of instincts.
This page is about the other side of the desk. A dental practice lawyer on this side of the market has one client, and it is the owner. The client is the person who signs the lease, meets payroll, carries the loan, hires the associate, and one day sells the whole thing. The questions that bring a practice owner to a lawyer are ordinary business questions that happen to sit inside a regulated profession:
- You found a practice to buy and the broker has handed you a letter of intent.
- You are hiring your first associate and the template you downloaded has a non-compete in it.
- Your landlord sent a renewal and something in the assignment clause looks wrong.
- A partner wants in, or a partner wants out, and there is no buy-sell agreement.
- A dental service organization made an offer and the term sheet runs to eleven pages.
- You are sixty-one years old and the practice is the largest asset you own, with no plan attached to it.
Those are business law, real estate, employment, tax, and estate planning problems wearing dental clothing, which is why a dental practice lawyer is really a business lawyer who knows which clinical rules constrain the deal. The clinical regulation matters, but mostly as a constraint on the deal rather than as the deal itself.
Who can legally own a dental practice in Utah
This is the first question most practice owners ask, usually because they have read something about the corporate practice of medicine and assumed dentistry works the same way. In Utah it largely does not, and the statute is unusually direct about it.
“A dentist may engage in the practice of dentistry as: (a) an individual operating as a business proprietor; (b) an employee of another person; (c) a partner in a lawfully organized partnership; (d) a lawfully formed professional corporation; (e) a lawfully organized limited liability company; (f) a lawfully organized business corporation; or (g) any other form of organization recognized by the state which is not prohibited by rule.”
Read that list carefully. It includes an ordinary business corporation and an ordinary limited liability company, and it says nothing at all about who may own the shares or the membership interests. Utah’s Dentist and Dental Hygienist Practice Act regulates the licensee, not the cap table.
That is why dental service organizations operate in Utah without the elaborate friendly-professional-corporation structures that some other states force. It is also why a non-dentist spouse, an investor, or a holding company can hold equity in a Utah dental practice in a way that would be a serious problem in a stricter state.
The trap is the entity form you pick
Here is the part that surprises people. The ownership restriction that does not exist in the Dental Practice Act does exist in the Professional Corporation Act, and you opt into it voluntarily by choosing that entity.
Under Utah Code 16-11-7, a professional corporation may issue or transfer shares only to persons licensed to render the same specific professional services, or to others only to the extent the applicable licensing act allows. Shares issued in violation of that section are void. Not voidable. Void.
Section 16-11-8 goes further: a person may not be an officer, director, or shareholder of a professional corporation unless licensed to render those same services, with one narrow exception allowing a non-licensed person to serve as secretary or treasurer.
And Section 16-11-13 adds a mandatory buyback. If the articles, bylaws, or a private agreement say nothing about it, the corporation must purchase the shares of a shareholder who becomes disqualified within 90 days, at reasonable fair value measured as of the date of disqualification. If your co-owner loses a license, that clock starts whether or not anyone in the practice knows the rule exists.
| Entity form | Who may hold equity | Practical effect for a dental practice |
|---|---|---|
| Sole proprietorship | The dentist | No liability shield. Rarely appropriate once there are employees or a lease. |
| Professional corporation (Title 16 Ch. 11) | Licensed professionals only, with a narrow secretary or treasurer exception | Imports ownership restrictions and a 90-day forced buyback on disqualification. Shares issued wrongly are void. |
| Limited liability company | No restriction in the Dental Practice Act | Expressly permitted by 58-69-804(1)(e). Flexible ownership and operating agreement terms. |
| Business corporation | No restriction in the Dental Practice Act | Expressly permitted by 58-69-804(1)(f). Useful where outside capital or an S election is in play. |
One timing note that matters right now. Utah’s limited liability company act moved from Title 48 Chapter 3a into Title 16 Chapter 20 effective October 1, 2026, and the section numbers did not all carry over cleanly. If your operating agreement cites 48-3a sections, it is citing a repealed chapter, and the fix is a successor-provision savings clause rather than a rewrite.
Utah regulates control, not ownership
The absence of an ownership rule does not mean anything goes. Utah drew the line at clinical control instead, and in 2025 it moved that line into a more serious part of the statute.
Subsection (2) of the same form-of-practice section says that regardless of the form in which a licensee practices, the licensee may not permit an unlicensed person to direct, participate in, or interfere in the licensee’s practice of dentistry. That has been the standard for years.
What changed is Utah Code 58-69-501. Directing or interfering with a licensed dentist’s judgment and competent practice of dentistry is now listed as unlawful conduct, not merely unprofessional conduct. That is a meaningful upgrade in exposure, and it is the provision that should be driving how a management services agreement is drafted.
There is a second constraint that catches more practices than the first. Under Utah Code 58-69-502, sharing professional fees with an unlicensed person, or paying any person for sending or referring a patient, is unprofessional conduct. Any arrangement that ties a management fee, a marketing fee, or a consulting fee to a percentage of collections deserves a careful look against that sentence before it is signed.
Put the two together and the Utah rule reads like this. Own the practice however you like. Do not buy the dentist’s judgment, and do not price your fee as a share of the professional fee.
The May 2026 non-compete ban changed how practices protect goodwill
This is the most consequential development for Utah dental practice owners in years, and a surprising number of practices are still using agreements that the statute has already voided.
House Bill 270 of the 2026 General Session amended the Post-Employment Restrictions Act. Under Utah Code 34-51-201(1)(b), on or after May 6, 2026, a person and a healthcare worker may not enter into a healthcare non-compete agreement, and an agreement that violates the subsection is void.
Dentists are squarely inside the definition. Section 34-51-102(5)(a) lists the covered licenses, and subparagraph (xii) is “a dentist as that term is defined in Section 58-69-102.” The definition of a healthcare non-compete agreement reaches any agreement that, after the worker stops working for you, bars them from providing a service they may provide under the scope of their license, either for a period of time or within a geographic area.
The enforcement risk is not symmetric. Under Section 34-51-203, a nonsolicitation agreement that stops a healthcare worker from telling a patient where they currently work or where they are going next is also void. And if an employer tries to enforce an unenforceable covenant through arbitration or a civil action, the employer is liable for the employee’s arbitration costs, attorney fees, court costs, and actual damages. Suing on a dead non-compete is worse than not suing.
| Restrictive covenant | Status for a Utah dental practice after May 6, 2026 |
|---|---|
| Non-compete in an associate dentist’s employment agreement | Void. Dentists are healthcare workers under 34-51-102(5)(a)(xii). |
| Nonsolicitation clause barring the associate from telling patients where they went | Void as to that restriction under 34-51-203. |
| Nonsolicitation of staff and other ordinary nonsolicitation terms | Still available. A nonsolicitation agreement is expressly not a non-compete agreement. |
| Non-compete in a reasonable severance agreement | Preserved by 34-51-202(1)(a), and still subject to common law requirements. |
| Seller’s covenant in the sale of the practice | Preserved by 34-51-202(1)(b), if the restricted individual receives value related to the sale. |
| Covenant with a dentist in a purely non-clinical role | Outside the ban. 34-51-102(5)(b) excludes an individual whose agreement does not require practicing under the license. |
| Covenant with a dental hygienist or dental assistant | Not covered by the healthcare worker list. Ordinary one-year rule analysis applies. |
| Nondisclosure and confidentiality agreements | Unaffected. Both are expressly carved out of the non-compete definition. |
The strategic consequence is easy to state and easy to miss. Goodwill in a dental practice is now protected at the point of sale rather than at the point of hire. The seller’s covenant under Section 34-51-202 survived the ban, so the covenant that used to sit in the associate file has to be negotiated into the purchase and sale agreement instead. If you are buying a practice, you can no longer assume the producing associates come with it.
Buying and selling a dental practice
Practice transitions are where most dentists meet a dental practice lawyer for the first time, and usually later than they should. The letter of intent is where the deal is actually decided. By the time a purchase agreement is circulating, the price, the structure, and half the risk allocation have already been settled in a document everyone described as non-binding.
The recurring issues in a Utah dental transition are these:
- Asset purchase versus equity purchase. Almost every dental deal is an asset purchase, which changes who keeps the liabilities and how the price is allocated for tax.
- Purchase price allocation. Goodwill, equipment, supplies, and the seller’s covenant are taxed differently. Buyer and seller have directly opposed interests here, and the allocation belongs in the agreement rather than on the accountant’s desk in April.
- The lease. More closings stall on landlord consent to assignment than on anything in the purchase agreement. This is covered below.
- Work in progress. Treatment already paid for and not yet delivered is a liability the buyer inherits. In orthodontics it is the single largest negotiating item.
- Patient records. Custody, retention, and the notice patients receive on transfer are regulated, and they are usually addressed in one careless sentence.
- Payer credentialing. A new entity is not the old entity to an insurer. Re-enrollment timelines can outrun the closing date and starve the practice of collections in month one.
The lease is usually the real risk
For most practices the office lease is the largest contract the owner will ever sign, larger in total dollars than the practice loan. It is also the document most likely to destroy value quietly.
The clauses that matter to a dental tenant specifically are the assignment and change-of-control provisions, because they decide whether you can sell your practice without the landlord’s permission, and what that permission will cost. Relocation clauses, exclusivity, personal guarantees, holdover rent, and responsibility for the plumbing and electrical serving operatories all belong on the review list. So does the question of who owns the leasehold improvements when the term ends, which in a built-out dental suite is a large number.
Some owners solve the problem by buying the building. Done properly, the real property sits in a separate entity that leases to the practice, which separates the two assets, creates a rent deduction, and lets the building be sold or retained independently of the practice. Done carelessly, it puts the practice’s largest liability and its largest asset in the same basket. This is real estate law work as much as it is dental work.
Asset protection, succession, and the exit you have not planned
For most dentists the practice is the largest asset they own and the least liquid. It also stops producing income almost immediately if the owner cannot work.
Three questions are worth answering before they become urgent. What happens to the practice if you die or become disabled tomorrow, and who is authorized to run it or sell it in the meantime. Whether the practice, the building, and your personal assets are actually separated, or only separated on paper. And whether your estate planning documents contemplate a business that requires a licensed operator, which a standard revocable trust generally does not.
A solo practice with no succession plan loses value fast when the owner is suddenly out. Staff leave, patients transfer, and the buyer pool narrows to whoever can close quickly. Business succession planning for a dental practice is largely about making sure the asset can survive a bad month without you.
What I see most often
In the dental and orthodontic practice matters I have handled, the pattern repeats with unusual consistency. The owner is careful about the clinical side and improvises on the business side, because the business documents arrive as templates from a broker, a lender, a landlord, or a national form file, and every one of those templates was drafted for someone else. The lease comes from the landlord. The associate agreement comes from a colleague who got it from somewhere. The purchase agreement comes from the broker who is paid on closing. None of those parties is adverse to the dentist exactly, but none of them is representing the dentist either. The single highest-value hour in a practice transition is the one spent on the letter of intent, before anyone has an incentive to keep the deal moving.
Orthodontics, pediatric dentistry, periodontics, and oral surgery
Specialty practices are not general practices with a different sign. The business differences are real and they show up in the documents.
Orthodontics. Contracts in progress dominate the transition. A buyer inherits treatment that has been paid for and years of adjustments still owed, so the agreement needs an explicit allocation for work in progress and usually a holdback. Referral relationships with general dentists are a large part of what the buyer is paying for.
Pediatric dentistry. Heavier public payer participation raises the stakes on audits and on re-enrollment timing at a sale. Consent and records questions run through parents and, often, custody orders.
Periodontics and oral surgery. Anesthesia and analgesia permits are issued to the individual and do not transfer with the practice. Malpractice premiums and tail coverage are materially higher, and who pays for the tail is a live negotiating point at every exit.
One rule catches all four groups. Under Utah Code 58-69-502(2), using terms like “Orthodontist,” “Periodontist,” “Pediatric Dentist,” “Specialist,” or “Board Certified” in advertising is unprofessional conduct unless the dentist completed the education the American Dental Association specifies for that specialty. There is a disclaimer path for a general dentist who advertises being qualified in a recognized specialty area, and that subsection was amended in the 2026 General Session, so marketing copy written before then is worth re-reading.
Common mistakes
- Using an associate agreement with a non-compete in it after May 6, 2026, and assuming it still works.
- Forming a professional corporation by default and importing ownership restrictions the practice did not need.
- Signing a letter of intent without counsel because it says it is non-binding.
- Treating the lease as a landlord form rather than as the document that controls whether the practice can be sold.
- Structuring a management or marketing fee as a percentage of collections without testing it against the fee-splitting rule.
- Holding the practice and the building in the same entity.
- Leaving an operating agreement that cites a chapter of the Utah Code that no longer exists.
- Having no written answer to what happens to the practice if the owner cannot work next month.
When to call a dental practice lawyer
Earlier than most people do. The moments that reliably justify a conversation are the letter of intent, the first associate hire, a lease renewal or new lease, a partner joining or leaving, any offer from a dental service organization, and the year you start thinking seriously about retiring. Each of those is a document that will govern for years and that is far cheaper to fix before signature than after.
The full guide, by stage of practice ownership
Each article below covers one decision a Utah practice owner actually faces, with the statutes that govern it.
Buying, selling, and transitions
- Buying a dental practice in Utah
- What a dental practice purchase agreement should say
- Selling a dental practice in Utah
- Dental practice valuation and the terms that move the price
- Selling your dental practice to a DSO
Ownership and entity structure
- Who can legally own a dental practice in Utah
- Choosing the right entity for a Utah dental practice
- Dental service organizations explained
- Adding a partner: buy-in, buy-sell, and deadlock
Associates and staff
- Associate dentist employment agreements
- Are non-competes enforceable against dentists in Utah
- Employee or independent contractor in a dental office
The office and the building
Compliance and records
- HIPAA compliance for dental offices
- OSHA and infection control in a Utah dental office
- Dental records retention in Utah
Protecting and handing off the practice
Frequently Asked Questions
Can a non-dentist own a dental practice in Utah?
Generally yes. Utah Code 58-69-804 lets a dentist practice through a limited liability company or an ordinary business corporation, and neither form restricts who may hold the equity. The limits are on control of clinical judgment and on fee splitting, not on ownership.
Are non-compete agreements enforceable against dentists in Utah?
No, not in an employment agreement entered into on or after May 6, 2026. Dentists are healthcare workers under Utah Code 34-51-102, and a healthcare non-compete agreement is void. A covenant tied to the sale of a business is a different matter and remains enforceable.
Does the non-compete ban apply to dental hygienists?
The healthcare worker list in Utah Code 34-51-102(5)(a) does not include dental hygienists or dental assistants. Agreements with them are analyzed under the ordinary rules, including the one-year limit on post-employment restrictions.
Should a dental practice be an LLC or a professional corporation?
Both are permitted. The professional corporation route imports Title 16 Chapter 11, which limits shareholders to licensed professionals, voids shares issued in violation, and forces a buyback within 90 days if a shareholder becomes disqualified. An LLC carries none of those restrictions.
What is the most common mistake when buying a dental practice?
Signing the letter of intent without counsel. Price, structure, and much of the risk allocation are settled there, and everything after it is negotiation against a document the buyer already agreed to.
Can a dental service organization take a percentage of collections in Utah?
It requires care. Utah Code 58-69-502 makes sharing professional fees with an unlicensed person unprofessional conduct, and paying anyone for referring a patient is treated the same way. How a management fee is calculated and documented matters.
What does a dental practice lawyer do that a general business lawyer does not?
The same transactional work, plus the clinical overlay. Fee splitting rules, clinical control limits, specialty advertising restrictions, anesthesia permits, payer credentialing, and patient record custody all change how an ordinary purchase agreement, lease, or employment contract has to be drafted.
Do you represent patients with complaints about a dentist?
No. This practice represents dentists and dental practice owners on the business side, including transactions, employment agreements, leases, entity structure, and succession.
Buying a practice, hiring an associate, renewing a lease, or thinking about an exit? A short conversation usually settles whether a document needs work.
Schedule a consultation or call (801) 613-1472.
This article is general information, not legal advice. Reading it does not create an attorney-client relationship. Statutes change, and the provisions described here were current as of September 2026.