Dental Tribune United Kingdom Edition

About the author Andrew Lock- hart-Mirams is the Senior Partner of Lockharts Solici- tors and leads the Commercial Team primarily special- ising in business advice and struc- tures in dentistry and commercial aspects of dentistry. Puja Patel is a member of the Commercial Team at Lockharts and works primarily in advising dentists, dental care profes- sionals and dental corporate bodies on the commercial aspects of dentistry. 27Nov 26 - Dec 3, 2012United Kingdom Edition Practice Management Making Digital Dentistry Happen Objet Eden260V 3D Printer 3D Printing Solutions for Digital Dentistry • Print stone models, veneer try‑ins and delivery trays, surgical guides, denture try‑ins, orthodontic appliances and more • Produce parts faster with superior accuracy and resolution • Eliminate manual work and improve efficiency Find out how Objet 3D Printing can transform your dental business today. www.objetdental.com • dental@objet.com lords may still seek personal guarantees from the directors. Whereas a partner- ship business is owned and managed by the partners themselves, with a company there is an important legal distinction between the share- holders as owners and the di- rectors who are responsible for running the company. In a small dental practice, the shareholders and directors are likely to be the same people but it is nonetheless important to maintain the distinction be- tween the two roles. Some is- sues, as a matter of law, can only be decided by the share- holders. Directors’ duties are heav- ily regulated. For example, a director has a statutory duty to promote the success of the company, to exercise in- dependent judgment, to ex- ercise reasonable care, skill and diligence in performing his duties and to avoid situa- tions in which he might have an interest that conflicts with the interests of the com- pany. Although the liability of members is limited, direc- tors could be personally liable if they breach certain duties (for example, if they allow the company to trade while in- solvent). Note also that a dental body corporate under the Dentists Act 1984 must have a majority of directors who are dentists or dental care professionals. However, if you are look- ing to provide NHS services at the practice, incorporation of an NHS practice is not with- out obstacles. The following should be borne in mind. • PCT consent – Whilst PDS practices will be familiar with obtaining PCT consent for any contractor changes, GDS con- tractors have the freedom of utilising a partnership mecha- nism to buy and sell the prac- tice. Generally, incorporation would provide some flexibility over the sale of the practice (through sale of shares) but some PCT’s may request the insertion of ‘change of con- trol’ provisions in the NHS contract, or seek to reduce the contract value, which may hinder or prevent the future sale of the practice and thus the subsequent realisation of goodwill. • PDS contractors should also note that unlike GDS, the NHS Act 2006 limits the type of shareholder who may hold shares in the company. These limitations effectively require all of the shareholders to be individuals eligible to hold a PDS Agreement in their own right. However, it is worth noting that the class of indi- viduals who can hold a PDS Agreement is broader than with GDS and includes em- ployees of NHS practices. Understanding incorpo- ration and its suitability for your business are important initial considerations and we recommend that you obtain specialist legal and account- ing advice before making any decisions. Next month: Financing the Practice and Choosing the Right Location and Premises. DT ‘A director has a statutory duty to promote the success of the company’