Sell a Dental Practice in Louisiana: Review Sale Authority

Decide which authority question the sale creates

A Louisiana practice sale can involve property held in different ways. The dentist's name on the door does not resolve the title to the building, the equipment or an interest in an entity. Before promising a transfer, identify the actual property and ask counsel which persons must participate in the proposed transaction.

This guide focuses on a specific seller decision: whether the proposed sale calls for a concurrence or authority review that cannot be answered by counting equipment. It does not decide marital-property status, professional ownership eligibility or the validity of a signature. Those questions need qualified advice based on the actual facts and documents.

The national seller guide covers the wider sale process. Start this narrower review before the commercial package implies that every listed item is available on the same terms. A property issue found privately is easier to explain than a promise that must later be withdrawn from buyers.

State the planned transaction in plain words. Is the seller offering selected assets, the operating enterprise, an entity interest, the building or a mix of these? Include retained items and any alternative package. An offer for the practice with a lease is a different scope from an offer that also transfers real estate.

Distinguish a community enterprise from an entity

Civil Code Article 2350 defines a community enterprise as a business that is not a juridical person. It addresses the sole manager spouse's right to deal with its movables, subject to stated exceptions and concurrence required by law. Do not extend that provision to entity-owned assets merely because an owner is married. Counsel should identify the legal owner and the applicable authority route.

Use the entity records, purchase documents and title evidence to support that review. Keep the legal name visible in the private working file. A trade name, bank account label or tax return heading may point to a useful document, but it should not substitute for the ownership conclusion.

These are review questions, not a legal classification table. The asset-sale versus stock-sale guide explains the broader structure choice. The Louisiana issue here is how that choice changes the authority question placed before counsel, including property held outside the operating entity.

Treat concurrence as a legal question about the transaction

Civil Code Article 2347 requires both spouses' concurrence for specified dealings with community property. Its categories include community immovables and all or substantially all assets of a community enterprise, among other listed property. It does not state a numerical equipment-count safe harbor. Ask counsel to apply the provision to the complete proposed transaction rather than choosing a percentage in a spreadsheet.

That review should receive the real package, including related documents and retained rights. Do not split a proposed transfer into separate lists to suggest that the whole transaction has disappeared. Nor should a small number of large items be treated as unimportant because few serial numbers change hands.

Write down the commercial objective before seeking an answer. The seller may want to leave clinical work, retain premises or sell only a selected asset. Those plans produce different questions. If a revised offer changes the objective or scope, give the reviewer the new version and explain the difference.

Keep an open authority issue out of an unconditional marketing statement. The broker can describe an approved commercial opportunity without declaring that every legal approval has been obtained. Agree on what may be said, which documents remain pending and who will provide the next answer. This is a controlled disclosure decision, not a reason to conceal a known issue from the transaction team.

Use a fictional inventory to expose misleading ratios

Consider an invented planning file with ten physical equipment items. Nine smaller items each have an assigned amount of $3,000. One large system has an assigned amount of $123,000. The file also shows a separate $450,000 goodwill amount. These are made-up comparison inputs, not appraisals, book values, tax allocations or Louisiana market prices. They establish no legal property classification.

Selling the nine smaller items moves 90% of the physical item count. Their $27,000 amount is only 18% of the equipment subtotal. Selling the single large system moves 10% of the count but 82% of that subtotal. Neither count describes the entire proposed business transfer.

Adding the goodwill amount changes the denominator to $600,000. The smaller items then represent 4.5% of the combined planning amount, while the large system represents 20.5%. All ten physical items together account for 25%. These are arithmetic descriptions of the stated file. They are not thresholds for concurrence, definitions of goodwill or evidence that a transaction is permitted.

The practical lesson is to attach the denominator to every percentage. A buyer reading “90% of the assets” could misunderstand a statement based only on item count. Use precise language and send the full schedule to counsel instead of presenting a selected ratio as the answer.

Compare proposed packages without inventing a safe harbor

The following table uses the same fictional amounts. Each row is an alternative scope, not an instruction to arrange a sale in a particular way. The physical item count remains separate from the assigned amounts throughout.

The last two rows have identical physical counts and equipment percentages. Their proposed scope is still different. A checklist limited to physical inventory would miss that distinction. Ask the reviewers what additional facts matter to the actual legal and commercial decision.

Now test an independent sensitivity. Reduce only the large system's assigned amount to $90,000. The physical subtotal becomes $117,000 and the combined amount becomes $567,000. The nine smaller items still make up 90% of the count, but their share of the equipment amount becomes about 23.08%. The large system's share becomes about 76.92%. Its share of the combined amount becomes about 15.87%.

No item was added, removed or given a new owner in that sensitivity. Only a planning amount changed. If the authority conclusion were generated automatically from the spreadsheet percentage, it could change without any corresponding review of the transaction. That is why the file should support counsel's analysis rather than substitute for it.

Do not turn this example into a legal test of “substantially all.” The guide provides no safe percentage. It also does not value individual patients or promise that goodwill will transfer. The commercial and clinical reality of the practice needs its own evidence.

Check separate property and interests on their own terms

Civil Code Article 2341 describes a spouse's separate property and identifies categories that include property acquired before the community regime and certain individual inheritances or donations. Classification can depend on facts beyond a current invoice. Give counsel the acquisition history and relevant records; this guide does not decide whether a particular practice asset is separate or community property.

Keep unresolved history visible. If the seller remembers buying an item before marriage but the source records are missing, mark the statement as an explanation awaiting review. Do not upgrade it to a final title conclusion. Ask which evidence would resolve the point and who can obtain it.

Civil Code Article 2352 separately addresses a spouse who is a partner or LLC member and that spouse's exclusive right to manage or dispose of the corresponding interest. An interest in an entity and an asset owned by that entity are different subjects. The actual transfer still needs review of governing documents, professional requirements and other applicable restrictions.

Do not treat a concurrence answer as permission to practice dentistry or own a professional interest. Nor does it settle tax consequences, liens, third-party contract rights or a dispute between owners. Assign those questions to the right advisers. The contingencies guide explains how to track evidence and authority when an open condition affects the deal.

Prepare the participation plan before buyer pressure grows

Once counsel identifies whose participation is needed, organize that work privately with the seller. A spouse, co-owner, entity representative and landlord may have different roles. Avoid sending every person the same request or assuming that one signature covers every capacity.

For each document, record the property or interest involved, the proposed signer and the capacity counsel has reviewed. Keep draft signature blocks tied to that version. If the same person appears in more than one role, make the distinction clear. A count of signed pages does not prove that the correct authority has been documented.

Ask how the participants will review the commercial terms and raise questions. The goal is an informed, workable process. Do not promise that a needed person will sign without their involvement or portray a signature as a mere formality. An unresolved disagreement may require a different commercial plan or further advice.

Use the seller document guide for the wider evidence room. The authority file should point to the relevant originals and the dated conclusion, not reproduce every sensitive family or entity record in the buyer's general folder. Keep release permission distinct from internal preparation.

If the package changes, identify which conclusions need another review. Adding the building, excluding an asset or changing from assets to interests may alter the question. A prior answer to an earlier proposal should remain in the archive with its original scope.

Protect seller confidentiality and patient interests

Begin external outreach with a blind description. Use an NDA before identifying disclosure and qualify recipients before releasing the approved package. Initial communications should not expose the seller, exact location or sensitive operating details through a combination of clues.

Keep private family and ownership questions within a controlled review. Buyers may need evidence that a promised transfer can be completed, but that does not mean every personal document belongs in broad circulation. Ask counsel which form of proof answers the actual question and who should receive it.

Plan staff participation around needed work, preparation and applicable duties. A key person may need to locate an equipment record or explain a contract. Agree on that person's access and timing with the seller and advisers before a bidder contacts them. The staff communication guide provides the broader process.

Patient authority is separate from the commercial NDA and the ownership file. Do not attach identifiable patient information to a concurrence request merely to describe goodwill or show a system's use. Follow a qualified privacy process for any deeper review. The records transfer and custody guide covers the fuller handover, including access and continuing duties.

Keep clinically necessary action under the appropriate professional control throughout the sale. A commercial approval issue does not justify delaying needed care or leaving a records request without a responsible handler. The sale team should know who owns each next step while terms are still being discussed.

Common mistakes in a Louisiana authority review

The first mistake is using marriage status as the complete ownership analysis. The actual property, entity, history and transaction still matter. Give counsel the evidence rather than applying one signature rule to every item in the office.

Another mistake is describing an equipment percentage without its denominator. In the example, 90% of the physical count represents 18% of the physical amount and 4.5% of the combined planning amount. All three figures are correct within their stated bounds. None supplies a legal clearance.

Do not quietly revise an asset list after a participation question has been answered. Preserve the earlier version and highlight the change. A reviewer should be able to tell whether an answer concerns the current offer or a superseded proposal.

Also avoid confusing assigned amounts with market value or proceeds. The example excludes debt, tax, fees and many other possible deal terms. Use the practice valuation guide for the broader value discussion, supported by actual evidence. The fictional amounts here serve only the scope comparison.

Summary: obtain an answer for the actual transfer

Identify the property and interest being offered, then ask the right adviser whose authority and participation are needed. Use counts and amounts to describe the proposal clearly. Keep them separate from the legal conclusion. Preserve the reviewed version and revisit the question when the package changes.

A well-prepared seller can explain the commercial opportunity without making unsupported promises about title, signatures or timing. Bring the current scope, open questions and proposed participation plan to the next transaction discussion. Use the site's scheduling option to organize the commercial work when you are ready.