{"id":428,"date":"2026-09-27T05:02:56","date_gmt":"2026-09-27T05:02:56","guid":{"rendered":"https:\/\/dentaltransitions.com\/articles\/dso-practice-sale-tax-implications\/"},"modified":"2026-09-27T05:02:56","modified_gmt":"2026-09-27T05:02:56","slug":"dso-practice-sale-tax-implications","status":"publish","type":"post","link":"https:\/\/dentaltransitions.com\/articles\/dso-practice-sale-tax-implications\/","title":{"rendered":"DSO Practice Sale Tax Implications: What You Keep"},"content":{"rendered":"<h2>Key Takeaways for Dentists Selling to a DSO<\/h2>\n<ul>\n<li>\n<p>Most DSO practice sales use an asset-sale structure. The purchase price is spread across asset classes with different tax treatments, such as goodwill taxed at long-term capital gains rates and equipment recapture, non-competes, and receivables taxed as ordinary income.<\/p>\n<\/li>\n<li>\n<p>Purchase price allocation can shift your after-tax proceeds by tens or even hundreds of thousands of dollars. Moving dollars from ordinary-income items (up to 37% federal) to goodwill (up to 23.8% federal) can create meaningful savings.<\/p>\n<\/li>\n<li>\n<p>Equity rollovers and earnouts usually defer tax rather than remove it. Their treatment depends on how the deal uses IRC Sections 721 and 351 or treats payments as contingent purchase price instead of compensation.<\/p>\n<\/li>\n<li>\n<p>State of residence can be one of the main factors in your final result. California taxes capital gains as ordinary income (up to 13.3% state), while Texas has no state income tax, which can create six-figure differences on the same deal.<\/p>\n<\/li>\n<li>\n<p>McLerran &amp; Associates helps dentists model these variables, negotiate seller-favorable allocations, and compare real after-tax outcomes across competing deal structures.<\/p>\n<\/li>\n<\/ul>\n<p><a target=\"_blank\" rel=\"noopener noreferrer nofollow\" class=\"solid-button\" href=\"https:\/\/dentaltransitions.com\/contact-us\/\">Schedule a free, confidential discovery call with McLerran &amp; Associates.<\/a><\/p>\n<h2>How DSO Asset Sales Are Taxed for Dental Practice Owners<\/h2>\n<p>Most DSO transactions use an asset-sale structure. In that structure, both the buyer and the seller file <a target=\"_blank\" rel=\"noindex nofollow\" href=\"https:\/\/irs.gov\/instructions\/i8594\">IRS Form 8594 (Asset Acquisition Statement Under Section 1060)<\/a> with their tax returns. Form 8594 reports how the agreed purchase price is allocated across asset classes such as goodwill, equipment, non-compete, receivables, and inventory. The allocation is binding on both parties unless the IRS proves impropriety, so the numbers in the purchase agreement, or in a separate allocation schedule, become the tax record.<\/p>\n<p>The gap between long-term capital gains treatment and ordinary income treatment can be significant at the federal level. For 2026, the federal long-term capital gains rate for high-income sellers reaches 20%. On top of that, the <a target=\"_blank\" rel=\"noindex nofollow\" href=\"https:\/\/irs.gov\/taxtopics\/tc559\">3.8% Net Investment Income Tax (NIIT)<\/a> applies once modified adjusted gross income (MAGI) exceeds statutory thresholds. Those thresholds are $250,000 for married filing jointly, $200,000 for single filers, and $125,000 for married filing separately. These thresholds are not indexed for inflation.<\/p>\n<p>A dentist selling a practice generating $1.5 million or more in annual revenue will usually exceed these thresholds in the year of sale. In that situation, the combined maximum federal rate on long-term capital gain reaches 23.8%. Ordinary income can be taxed at federal rates up to 37%, which creates a large spread between the two categories.<\/p>\n<p>Many dentists ask whether they can avoid capital gains tax on a DSO sale. The realistic answer focuses on deferral strategies. Installment sale treatment under <a target=\"_blank\" rel=\"noindex nofollow\" href=\"https:\/\/irs.gov\/publications\/p544\">IRC Section 453<\/a> allows gain to be recognized as payments are received, which spreads the tax bill across multiple years. Rollover equity can defer tax on the rolled portion until a future liquidity event. Both approaches move the timing of tax rather than erase the obligation. A CPA can help you test which mix fits your income profile and goals.<\/p>\n<p>Section 1245 depreciation recapture adds another layer. The ordinary income portion tied to prior depreciation on equipment must be recognized in full in the year of sale, even if most of the cash arrives later. Dentists who used accelerated or bonus depreciation on equipment in prior years can face a larger-than-expected ordinary income tax bill at closing.<\/p>\n<h2>How an Equity Rollover Changes Your Tax Timing<\/h2>\n<p>The equity rollover is often the most consequential and most frequently misunderstood tax feature in a DSO deal. In a typical transaction, a meaningful share of the consideration is paid in equity in the acquiring DSO entity rather than cash at closing. Most DSO transactions include this rollover component, exchanged for LLC units or corporate stock instead of cash.<\/p>\n<p>When structured correctly, the rolled portion is usually tax-deferred at closing. Under IRC Section 721 for LLC or partnership rollovers, or IRC Section 351 for corporate stock contributions, the seller does not recognize gain on the rolled slice until a later sale or liquidity event. That event often occurs 3 to 7 years after the initial transaction and sometimes 5 to 10 years or more. At that point, the gain is generally taxed as long-term capital gains if the equity has been held long enough.<\/p>\n<p>The rollover shifts when the tax is paid. The total amount owed on that portion still comes due when the DSO sells, recapitalizes, or completes another liquidity event. The rolled equity also behaves like an investment. DSO rollover equity is illiquid, sits behind institutional investors\u2019 liquidation preferences, and concentrates risk in a single company. If the DSO underperforms, the rolled equity can be worth far less than its stated value at closing, or in a distressed outcome, nothing.<\/p>\n<p>Equity can sit at the joint-venture (JV) level, meaning equity in the specific practice entity, or at the holding-company level, meaning equity in the DSO\u2019s parent platform. JV-level equity may offer distributions and a higher floor with a lower ceiling. Holding-company equity usually offers no distributions during the hold period but can provide higher upside if the platform grows and exits at a premium multiple. The tax treatment at the eventual liquidity event can differ based on how the equity is structured and which entity holds it.<\/p>\n<p>Because the rollover functions as both a tax event and an investment decision, it needs to be modeled alongside the cash-at-close component. McLerran &amp; Associates prepares multi-year, multi-structure financial forecasts that estimate real after-tax proceeds across deal structures and time horizons, so clients compare options with clear numbers instead of relying on a single headline price.<\/p>\n<figure style=\"text-align: center;\"><img src=\"https:\/\/cdn.aigrowthmarketer.co\/1782231605342-03c5ed4725a3.jpeg\" alt=\"At McLerran &amp; Associates, every engagement is built on an ironclad, CPA-led EBITDA analysis and practice valuation.\" style=\"max-height: 500px;\" loading=\"lazy\" decoding=\"async\"><figcaption><em>At McLerran &amp; Associates, every engagement is built on an ironclad, CPA-led EBITDA analysis and practice valuation.<\/em><\/figcaption><\/figure>\n<h2>How Earnouts Are Taxed in DSO Transactions<\/h2>\n<p>An earnout is a contingent payment tied to the practice\u2019s future performance. It is typically paid over 18 to 24 months after closing if production or EBITDA targets are met. Earnouts are common in DSO deals, and their tax treatment depends heavily on how the documents describe them.<\/p>\n<p>The first risk involves compensation recharacterization. An earnout conditioned on the selling dentist\u2019s continued personal services, rather than the practice\u2019s standalone performance, can be treated as compensation. That treatment produces ordinary income at rates up to 37% and can trigger payroll tax, instead of long-term capital gains treatment. Earnouts tied to practice-wide EBITDA or collections, rather than the individual dentist\u2019s chair production, are usually in a stronger position for capital gains treatment. If the earnout period matches the employment term and the payout tracks the dentist\u2019s personal production dollar-for-dollar, the IRS can argue that the payment is compensation.<\/p>\n<p>The second risk involves realization. An earnout that is never paid, because the practice misses its targets, produces no tax and no proceeds. Sellers can push for structures that reduce this risk. Examples include pro-rata provisions so a near-miss on an EBITDA target still pays most of the earnout, or a later start date that allows time for integration before performance is measured. These terms are most negotiable at the LOI stage and become much harder to change after the letter of intent is signed.<\/p>\n<p>Under <a target=\"_blank\" rel=\"noindex nofollow\" href=\"https:\/\/irs.gov\/publications\/p544\">IRC Section 453<\/a>, contingent payments that qualify as installment sale proceeds are generally taxed as received, which defers the tax bill. However, the ordinary income recapture portion of the sale, such as equipment depreciation under Section 1245, must still be recognized in full in the year of sale regardless of the installment schedule.<\/p>\n<h2>Asset Sale vs. Equity Sale and How Entity Type Affects Taxes<\/h2>\n<p>Most DSO transactions use an asset-sale structure. In an asset sale, the buyer acquires the practice\u2019s individual assets, and the seller recognizes gain or loss on each asset class separately. In an equity or stock sale, the buyer acquires the seller\u2019s ownership interest in the entity, such as corporate shares or LLC membership units. The seller generally recognizes capital gain on the difference between the sale price and their basis in that ownership interest. DSO buyers usually prefer asset sales because they receive a stepped-up tax basis in the acquired assets, which creates future depreciation and amortization deductions. Sellers often prefer equity sales because more of the gain can qualify as capital gain.<\/p>\n<p>Entity type can be one of the main factors in the after-tax result of an asset sale:<\/p>\n<ul>\n<li>\n<p><strong>S-corporation or LLC (pass-through):<\/strong> Gain flows through to the owner\u2019s personal return. The purchase price is still allocated across asset classes, which produces a mix of capital gain and ordinary income, but there is no entity-level tax. This structure is common for dental practices.<\/p>\n<\/li>\n<li>\n<p><strong>C-corporation:<\/strong> An asset sale can trigger double taxation. The corporation pays tax on the gain at the 21% corporate rate, and the shareholder pays tax again when proceeds are distributed. The combined effective rate on goodwill can approach 39% to 40%. The \u201cpersonal goodwill\u201d argument, which attempts to show that goodwill belongs to the individual dentist rather than the corporation, can sometimes move that gain out of the C-corp and closer to the 23.8% rate. This treatment is highly fact-specific and requires careful documentation.<\/p>\n<\/li>\n<li>\n<p><strong>Sole proprietorship:<\/strong> Treated as a direct asset sale by the owner, with purchase price allocation determining the tax character of each component.<\/p>\n<\/li>\n<\/ul>\n<p>Ahead of the LOI stage, your CPA can model how your entity type affects your after-tax outcome. Any restructuring that might help usually needs to happen years before a sale to be effective.<\/p>\n<h2>How State Taxes Change Your After-Tax Proceeds<\/h2>\n<p>Entity type explains only part of the picture. State tax treatment can also change what a dentist keeps after a practice sale by six figures.<\/p>\n<p><strong>California<\/strong> provides a clear example. California has no separate capital gains tax rate and taxes capital gains as ordinary income. Marginal rates reach 13.3%, including the 1% Mental Health Services Tax on income above $1 million. A California dentist selling a practice can face a combined marginal rate approaching 37.1% on goodwill gain. That figure combines the 20% federal long-term capital gains rate, the 3.8% NIIT, and the 13.3% California rate. This structure effectively removes the federal capital-gains preference that can make a DSO deal attractive in lower-tax states. The California Franchise Tax Board closely reviews residency changes around liquidity events, including where a spouse lives, where children attend school, and days spent in the state.<\/p>\n<p><strong>Texas<\/strong> has no state individual income tax. A Texas dentist\u2019s after-tax outcome on the same transaction is determined entirely by federal rates. On a $2.5 million goodwill allocation, the difference between a California and a Texas seller can reach several hundred thousand dollars in additional state tax.<\/p>\n<p>Other states fall across a wide spectrum. New York can impose up to a 14.8% combined state and New York City rate on capital gains for New York City residents. New Jersey taxes income above $1 million at 10.75%, and capital gains are treated as ordinary income for state purposes. Your CPA can confirm your state\u2019s rules and any residency or sourcing issues well before closing.<\/p>\n<h2>Worked Scenario: One DSO Offer, Two Allocations, Two Structures<\/h2>\n<p><em>The following simplified scenario uses hypothetical round numbers. It is an educational illustration, not a prediction or guarantee. Actual results depend on entity type, state of residence, prior depreciation, and many other factors. Always consult your CPA before relying on any model.<\/em><\/p>\n<p>Assume a dentist receives a $2.5 million DSO offer. The purchase price must be allocated across asset classes on <a target=\"_blank\" rel=\"noindex nofollow\" href=\"https:\/\/irs.gov\/instructions\/i8594\">IRS Form 8594<\/a>. Consider two different allocations of that same offer, and two different deal structures, for a Texas-based S-corporation seller in the 37% federal ordinary income bracket.<\/p>\n<p><strong>Allocation A \u2014 DSO-Favorable (Higher Ordinary Income)<\/strong><\/p>\n<ul>\n<li>\n<p>Goodwill: $1,200,000 (taxed at 23.8% federal)<\/p>\n<\/li>\n<li>\n<p>Equipment depreciation recapture: $600,000 (taxed at 37% federal ordinary income)<\/p>\n<\/li>\n<li>\n<p>Non-compete: $400,000 (taxed at 37% federal ordinary income)<\/p>\n<\/li>\n<li>\n<p>Accounts receivable: $300,000 (taxed at 37% federal ordinary income)<\/p>\n<\/li>\n<\/ul>\n<p><strong>Allocation B \u2014 Seller-Favorable (More Goodwill)<\/strong><\/p>\n<ul>\n<li>\n<p>Goodwill: $1,800,000 (taxed at 23.8% federal)<\/p>\n<\/li>\n<li>\n<p>Equipment depreciation recapture: $600,000 (taxed at 37% federal ordinary income)<\/p>\n<\/li>\n<li>\n<p>Non-compete: $100,000 (taxed at 37% federal ordinary income)<\/p>\n<\/li>\n<li>\n<p>Accounts receivable: $0 (taxed at 37% federal ordinary income)<\/p>\n<\/li>\n<\/ul>\n<p>On Allocation A, the ordinary income components total $1,300,000. At a 37% federal rate, that produces about $481,000 of ordinary income tax. The $1,200,000 of goodwill is taxed at 23.8%, which is about $286,000. The rough federal tax bill is therefore about $767,000, leaving approximately $1,733,000 after federal tax.<\/p>\n<p>On Allocation B, the ordinary income components total $700,000. At 37%, that produces about $259,000 of ordinary income tax. The $1,800,000 of goodwill is taxed at 23.8%, which is about $428,000. The rough federal tax bill is therefore about $687,000, leaving approximately $1,813,000 after federal tax.<\/p>\n<p>The same $2.5 million headline price, with a different allocation, produces about $80,000 more in after-tax proceeds before state tax is considered. In California, the gap would likely be wider because the state removes the capital-gains preference on goodwill.<\/p>\n<p><strong>Structure A \u2014 All Cash at Close<\/strong><\/p>\n<p>The full $2.5 million is taxed in the year of sale. The seller gains certainty and immediate liquidity but has no deferral opportunity.<\/p>\n<p><strong>Structure B \u2014 Cash Plus Rollover Plus Earnout<\/strong><\/p>\n<p>Assume most of the price is paid in cash at close, a portion is rolled into DSO equity that qualifies for tax deferral under IRC Section 721, and a portion is structured as an earnout tied to practice-wide EBITDA over 2 years. The seller pays tax on the cash portion in the year of sale, defers tax on the rolled equity until the DSO\u2019s next liquidity event, and recognizes the earnout as payments arrive. The seller also accepts the risk that the rollover equity may be worth less than its stated value and that the earnout may not be paid in full.<\/p>\n<p>The better structure depends on the seller\u2019s tax situation, liquidity needs, confidence in the DSO\u2019s future performance, and state of residence. Modeling both structures with a CPA and a dental-specific sell-side advisor before signing the LOI can help clarify the tradeoffs.<\/p>\n<p><a target=\"_blank\" rel=\"noopener noreferrer nofollow\" class=\"solid-button\" href=\"https:\/\/dentaltransitions.com\/contact-us\/\">Find out what your practice is really worth \u2014 request a comprehensive practice valuation.<\/a><\/p>\n<h2>Negotiation Checklist: Deal Terms That Shape Your Tax Bill<\/h2>\n<p>The LOI (letter of intent) is where most of the tax outcome of a DSO deal is set. Once definitive documents are in progress, many terms become difficult to change. The checklist below highlights key points to raise with the buyer and your CPA before you sign.<\/p>\n<ul>\n<li>\n<p><strong>Purchase price allocation:<\/strong> Negotiate the allocation across asset classes explicitly. Every dollar shifted from a non-compete, taxed as ordinary income, to goodwill, taxed at long-term capital gains rates, can reduce your tax bill. That shift is often costless to the buyer because both items are Section 197 intangibles amortized over 15 years, which means the buyer has little reason to resist it. Sellers nonetheless accept DSO-proposed allocations without modeling the cost.<\/p>\n<\/li>\n<li>\n<p><strong>Non-compete characterization:<\/strong> Understand how much of the purchase price is allocated to your non-compete agreement and work to minimize it. Ask your CPA to model the after-tax cost of each dollar allocated here compared with goodwill.<\/p>\n<\/li>\n<li>\n<p><strong>Earnout structure:<\/strong> Aim for earnouts tied to practice-wide EBITDA or collections rather than your personal production. Negotiate pro-rata provisions so a near-miss on a target still pays most of the earnout. Request a later start date to account for the integration period. Confirm in writing whether the earnout is treated as contingent purchase price or as compensation, because that choice drives whether it is taxed as capital gain or ordinary income.<\/p>\n<\/li>\n<li>\n<p><strong>Rollover equity terms:<\/strong> Confirm the equity level (JV versus holding company), the share class (common versus preferred or pari passu), information rights, tag-along rights, and any put option or redemption right after a set holding period. Understand the DSO\u2019s capital structure and whether institutional investors hold liquidation preferences that would be paid before your common equity in a softer exit.<\/p>\n<\/li>\n<li>\n<p><strong>Installment sale treatment:<\/strong> Ask whether the DSO will accept an installment structure on any portion of goodwill. DSOs often prefer clean balance sheets, yet installment structures can be negotiable, especially when a seller is receiving a premium multiple. Spreading payments can also spread the tax bill across multiple years.<\/p>\n<\/li>\n<li>\n<p><strong>Questions for your CPA before signing:<\/strong> How does my entity type affect the after-tax result? What is my estimated tax bill under each proposed allocation? Does the rollover qualify for tax-deferred treatment under IRC Section 721 or 351, and has the DSO\u2019s counsel confirmed that in writing? What is my estimated MAGI in the year of sale, and does it trigger the NIIT? How does my state treat capital gains on this transaction?<\/p>\n<\/li>\n<\/ul>\n<p>McLerran &amp; Associates often enters at this stage as a dental-specific sell-side advisor and advocate that helps control the narrative around your EBITDA. The firm\u2019s CPA-led, diligence-grade EBITDA analysis is built up front so the numbers hold when buyers review them and the deal value is less likely to be reduced later. McLerran also runs a structured, auction-style process among a vetted pool of qualified buyers, which can generate multiple offers in a short period. That competition can give a selling dentist leverage to negotiate seller-favorable allocations, balanced earnout terms, and rollover structures that match their goals.<\/p>\n<p>McLerran represents only sellers and never the buyer, so its incentives align with the practice owner. The firm works both private-buyer and DSO transitions in roughly equal measure, which allows clients to see a genuine side-by-side comparison that single-lane brokers may not provide. With many successful practice sales, significant closed transaction volume, and thousands of practices evaluated, McLerran focuses on completing transactions rather than simply listing practices.<\/p>\n<figure style=\"text-align: center;\"><img src=\"https:\/\/cdn.aigrowthmarketer.co\/1782231776232-426cf610db07.jpeg\" alt=\"A chat at McLerran &amp; Associates: the dental-specific sell-side advisor and advocate for practice owners guides on how, when, and to whom to sell your practice.\" style=\"max-height: 500px;\" loading=\"lazy\" decoding=\"async\"><figcaption><em>A chat at McLerran &amp; Associates: the dental-specific sell-side advisor and advocate for practice owners guides on how, when, and to whom to sell your practice.<\/em><\/figcaption><\/figure>\n<p>McLerran is also a PACE-accredited continuing-education provider and hosts the <strong>McLerran M&amp;A Summit (October 29\u201330, 2026)<\/strong>, which awards 4 CE credits and includes a complimentary practice valuation. The event offers a low-pressure way for owners to learn about their options before choosing a path.<\/p>\n<h2>Frequently Asked Questions<\/h2>\n<h3>Is a DSO Practice Sale Always an Asset Sale?<\/h3>\n<p>As discussed above, most DSO buyers strongly prefer asset sales because they receive a stepped-up tax basis in the acquired assets, which creates future depreciation and amortization deductions. As a result, DSO term sheets are usually structured as asset purchases rather than equity or stock purchases. When a transaction uses an asset-sale structure, IRS Form 8594 must be filed by both parties, and the purchase price allocation across asset classes such as goodwill, equipment, accounts receivable, inventory, and non-compete agreements determines the tax character of each portion of the proceeds. Equity or stock sales can still appear in some DSO transactions, particularly in IDSO majority-stake structures where the seller keeps a meaningful minority interest, but the working assumption for most DSO deals is an asset sale until the documents say otherwise.<\/p>\n<h3>Can I Avoid Capital Gains Tax on a DSO Sale?<\/h3>\n<p>As covered earlier, the main tools available to dentists selling to a DSO focus on deferral rather than complete avoidance. Installment sale treatment under IRC Section 453 spreads gain recognition across the years payments are received, which can reduce the tax burden in the year of sale. Rollover equity defers tax on the rolled portion until a future liquidity event, often several years later, when the gain is recognized. Some dentists also explore charitable strategies, such as contributing a portion of the practice interest to a donor-advised fund or charitable remainder trust before the sale becomes binding. These approaches require careful planning with qualified legal and tax counsel. Negotiating a seller-favorable purchase price allocation that increases goodwill and reduces ordinary-income items remains one of the most direct ways to lower the overall tax burden.<\/p>\n<h3>Is Rolled DSO Equity Taxed at Closing?<\/h3>\n<p>As explained in the rollover section, properly structured rolled equity is usually not taxed at closing. When a dentist contributes a portion of the sale proceeds, or the DSO retains a portion on the seller\u2019s behalf, as equity in the acquiring entity, the transaction can qualify for tax-deferred treatment under IRC Section 721 for LLC or partnership structures or IRC Section 351 for corporate structures. Under these provisions, the seller does not recognize gain on the rolled slice at closing. Tax is deferred until the seller later sells, redeems, or otherwise monetizes the equity. Deferral is not automatic, so sellers should obtain written confirmation from the DSO\u2019s transaction attorneys that the intended tax treatment applies. The rolled equity also carries the investment risks described earlier, including illiquidity, subordination to institutional liquidation preferences, and dependence on the DSO\u2019s performance and exit timing.<\/p>\n<h3>How Does My State Change What I Keep?<\/h3>\n<p>As noted earlier, state tax treatment can be as consequential as federal treatment on a dental practice sale. A California dentist can face a combined marginal rate approaching 37.1% on goodwill gain, while a Texas dentist faces only federal rates. On a $2.5 million goodwill allocation, that difference can reach several hundred thousand dollars in additional state tax. Other states range from high-tax environments, such as New York and New Jersey, to states with no individual income tax, such as Florida, Nevada, and Wyoming. Your CPA can help you understand your state\u2019s rules and any residency or sourcing issues well before closing.<\/p>\n<h2>Conclusion: Why the Headline Price Can Mislead Dentists<\/h2>\n<p>A DSO offer functions as a structure rather than a single number. The headline price on a term sheet reveals little about what a dentist will keep after taxes. The purchase price allocation across asset classes, the mix of cash, rolled equity, and earnout, the practice\u2019s entity type, and the seller\u2019s state of residence can be some of the main factors in the final outcome. Two dentists with the same offer can walk away with very different after-tax proceeds based entirely on how these variables are negotiated and structured.<\/p>\n<p>McLerran &amp; Associates focuses on helping dentists understand and improve that structure. The firm\u2019s CPA-led EBITDA analysis, described above, helps keep the agreed value from being reduced during diligence. Its competitive, multi-buyer process can give sellers leverage to negotiate allocations, earnout terms, and rollover structures that better match their goals. Because McLerran works both private-buyer and DSO paths, clients see a grounded comparison of what their practice may be worth in each market.<\/p>\n<figure style=\"text-align: center;\"><img src=\"https:\/\/cdn.aigrowthmarketer.co\/1782231581955-2aa75d9d4697.jpeg\" alt=\"McLerran &amp; Associates team: McLerran is the nation's largest dental-specific sell-side M&amp;A advisory and brokerage firms\" style=\"max-height: 500px;\" loading=\"lazy\" decoding=\"async\"><figcaption><em>McLerran &amp; Associates team: McLerran is the nation&#8217;s largest dental-specific sell-side M&amp;A advisory and brokerage firms<\/em><\/figcaption><\/figure>\n<p>With many successful practice sales and significant closed transaction volume, McLerran aligns its incentives with the selling dentist by serving only on the sell side. The firm\u2019s role centers on helping dentists understand what their offers mean after taxes, not just what they say on the first page.<\/p>\n<p><a target=\"_blank\" rel=\"noopener noreferrer nofollow\" class=\"solid-button\" href=\"https:\/\/dentaltransitions.com\/contact-us\/\">See what your offer is really worth after taxes \u2014 talk to McLerran &amp; Associates.<\/a><\/p>\n<p>Owners who are still deciding whether to sell can join the McLerran M&amp;A Summit, October 29\u201330, 2026, to learn more before making a commitment. Attendees receive 4 CE credits and a complimentary practice valuation.<\/p>\n<h2>Read Next<\/h2>\n<ul>\n<li>\n<p><a target=\"_blank\" rel=\"noopener noreferrer nofollow\" href=\"https:\/\/dentaltransitions.com\/articles\/sell-dental-practice-to-dso\">How to Sell Your Dental Practice to a DSO<\/a><\/p>\n<\/li>\n<li>\n<p><a target=\"_blank\" rel=\"noopener noreferrer nofollow\" href=\"https:\/\/dentaltransitions.com\/articles\/pros-cons-selling-to-dso\">Pros and Cons of Selling Your Dental Practice to a DSO<\/a><\/p>\n<\/li>\n<li>\n<p><a target=\"_blank\" rel=\"noopener noreferrer nofollow\" href=\"https:\/\/dentaltransitions.com\/articles\/steps-sell-dental-practice-dso\">9 Steps to Sell Your Dental Practice to a DSO in 2026<\/a><\/p>\n<\/li>\n<li>\n<p><a target=\"_blank\" rel=\"noopener noreferrer nofollow\" href=\"https:\/\/dentaltransitions.com\/articles\/dental-practice-dso-pros-cons\">Pros and Cons of Selling a Dental Practice to a DSO<\/a><\/p>\n<\/li>\n<\/ul>\n","protected":false},"excerpt":{"rendered":"<p>Selling to a DSO? McLerran &#038; Associates breaks down taxes on asset sales, rollovers &#038; earnouts so you know exactly what you&#8217;ll keep after closing.<\/p>\n","protected":false},"author":1,"featured_media":427,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"inline_featured_image":false,"footnotes":""},"categories":[1],"tags":[],"class_list":["post-428","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-uncategorized"],"_links":{"self":[{"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/posts\/428","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/types\/post"}],"replies":[{"embeddable":true,"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/comments?post=428"}],"version-history":[{"count":0,"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/posts\/428\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/media\/427"}],"wp:attachment":[{"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/media?parent=428"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/categories?post=428"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/dentaltransitions.com\/articles\/wp-json\/wp\/v2\/tags?post=428"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}