The accounts a seller shows you describe a business run by somebody else, for their own purposes. Due diligence is the work of finding out what it would earn run by you — and of finding the regulatory and record-keeping liabilities that come with it whether you looked or not.

Buying a first opinion practice is one of the few remaining routes into ownership in a market where over 60% of practices are already owned wholly or partly by six corporate groups. That is the opportunity and it is also the reason to be careful: an independent practice coming to market has usually been approached by a group, and the reason it is being offered to you may be interesting.
The financial diligence is the part everybody expects. The part that catches buyers is regulatory: premises registration that does not cover a branch, five years of medicines records with holes in them, an annual audit that has never been done, and a set of CMA obligations that arrive on your watch regardless of who was running the practice when they were made. None of that appears in a profit and loss account.
Regulatory diligence
If a practice supplies or stores medicines it is legally required to register the premises with the RCVS, which holds the Register of Veterinary Practice Premises on behalf of the VMD under the Veterinary Medicines Regulations. The fee is per premises: in the RCVS's own words, one main premises and two branch premises means an annual fee three times the registration fee. It is £38 per premises a year in England and Wales, exempt from VAT, renewing on 1 April.
So the diligence question is not "is the practice registered" but "is every site registered". The triggers are broader than people assume: buildings where vets provide services, premises advertised as part of the practice, facilities open to the public for animal treatment, closed buildings serving multiple clients, and any location receiving wholesale medicine deliveries. A branch that opens two mornings a week is a separate registration.
In the RCVS's own words the Practice Standards Scheme is a voluntary accreditation for UK veterinary practices. Accredited practices are assessed every four years and may enter the PSS Awards. Its absence is not a compliance defect and nobody can be criticised for it. But it does carry one concrete benefit worth pricing: because the PSS assessment includes a medicines module meeting VMD requirements, a PSS-accredited premises is exempt from a separate VMD inspection. A practice with accreditation is therefore inspected less and has demonstrably been through a medicines review; one without has not. PSS fees carry 20% VAT.
Receipt and supply of POM-V and POM-VPS. Date, name of the medicine, batch number, quantity, name and address of supplier or recipient, name and address of the prescriber, and a copy of the prescription where one was written. Retained five years.
Prescribing without a written prescription. The prescriber must record the reason and keep it five years.
Antibiotics. A vet prescribing an antibiotic veterinary medicine must record the details of fulfilling the conditions and keep that record at least five years.
An annual audit. Anyone involved in the retail or wholesale supply of POM-V and POM-VPS medicines must carry out an audit at least once a year.
Ask to see the last three years of those records and the last audit. A practice that cannot produce them has a problem you are about to own, and the same records are the ones that tell you how much of the dispensing income in the accounts is real. The medicines records guide sets out the whole regime, including the point that Northern Ireland follows EU Regulation 2019/6 rather than the Veterinary Medicines Regulations 2013 — with a five-day validity on antimicrobial prescriptions against up to six months in Great Britain.
Non-vets have been able to own a UK veterinary practice since 1999, and the RCVS has no statutory power to regulate the businesses vets work in — only the individual veterinary surgeons and veterinary nurses on its registers. The Practice Standards Scheme is, in the RCVS's own words, a voluntary accreditation.
The CMA identified exactly this in its final report of 24 March 2026: that the system of regulation applies only to veterinary professionals and not to the businesses in which they work.
If your practice supplies or stores medicines you must register the premises with the RCVS, which holds the Register of Veterinary Practice Premises on behalf of the VMD. The fee is per premises — a main site and two branches is three registrations — at £38 a year in England and Wales, VAT exempt, renewing on 1 April.
Defra's consultation on reforming the Veterinary Surgeons Act 1966 closed on 25 March 2026 and proposes licensing veterinary businesses. The response has not been published and nothing is in force.
The CMA package comes with the business
The obligations in the CMA's Order attach to the veterinary business operating the practice. Whoever is running it when a compliance window opens has to meet it, and buying does not restart the clock. There is no purchaser's concession in the draft Order.
That makes three diligence questions worth asking directly, and worth pricing if the answers are thin:
One more structural point. If you are buying into a business that will then have 15 or more first opinion practices and out-of-hours centres, you are a Large Veterinary Business and the shorter windows apply — three months rather than six on the publication duties, and six rather than twelve on the prescription fee cap. Full detail is on CMA compliance and pricing.
And review the out-of-hours contract before completion. Notice periods are capped at twelve months and termination fees restricted from the day the Order is made, so a long tie-in you are inheriting may not survive in its current form.
The largest number in the deal is goodwill, and it is frequently the one number that attracts no tax relief at all.Buying a veterinary practice
The tax on what you pay
Relief for goodwill and "relevant assets" acquired on or after 1 April 2019 is a fixed 6.5% a year under Part 8 Chapter 3 of CTA 2009. Two conditions decide whether you get any of it:
There is no relief where there is no qualifying IP, where there is no accompanying business acquisition, where the asset is acquired from a related party and was internally generated there, or where it was previously restricted.
Illustrative only. You buy an independent small animal practice for £850,000, of which £120,000 is equipment and fit-out and £730,000 is goodwill and client relationships. The practice has no registered intellectual property — no trade mark, no patent, no licensed software it owns. Qualifying IP cost is therefore nil, six times nil is nil, and the corporation tax relief on the £730,000 of goodwill is nil. Not deferred. Not spread. None. Meanwhile the £120,000 of equipment is fully within the Annual Investment Allowance in the year of purchase.
That is a verifiable, structural feature of veterinary deals and it deserves to be on the table when a price is being discussed, because a buyer who assumed 6.5% a year has priced in relief that does not exist. It is also one of the genuine drivers of the share-versus-assets question: if the goodwill attracts no relief either way, the decision turns on liability, warranties and what the seller needs, rather than on a relief nobody is getting.
The Annual Investment Allowance is £1,000,000, in place since 1 January 2019, and it is available to companies, sole traders and partnerships. It covers most plant and machinery and excludes cars, items owned for another purpose before business use, and gifted items.
Full expensing is different and narrower. It gives 100% first-year relief on main-rate plant and machinery and 50% on special-rate expenditure, uncapped, but it is companies only and the asset must be new and unused. It was made permanent by the Autumn Finance Bill 2023. Disposal triggers an immediate balancing charge equal to 100% of the disposal value.
So when you buy an existing practice, the digital x-ray, the dental unit, the ultrasound and the in-house analysers are second-hand: Annual Investment Allowance only. Full expensing becomes relevant afterwards, when an incorporated practice replaces that kit with new equipment. The capital allowances guide works through the categories, and 100% first-year allowances remain available for new and unused electric cars, zero-emission vehicles and charge-point equipment before April 2027.
Watch the associated companies divisor as you build a structure. If you buy the trade into a new company and hold the premises in a second company, the corporation tax marginal relief limits are divided by two — £25,000 and £125,000 instead of £50,000 and £250,000. Association can arise through substantial commercial interdependence, not only through a shareholding chart. The arithmetic is on practice accounts and tax.

The seller's accounts normalised: owner's remuneration at a market rate, a rent on the premises if they are coming out of the deal, and one-off items stripped out.
The value drivers
How much of the margin sits in medicines, and what the CMA remedies do to that line — which is a different question in 2026 than it was in 2023.
Model the fee cap
Premises registration site by site, five years of medicines records, the annual audit, and whether the CMA obligations have been started or ignored.

Shares or trade and assets, the goodwill relief position stated honestly, the associated companies divisor, and what the lender will want to see.

Employment costs at 15% employer National Insurance, auto-enrolment, the April 2026 wage floor, and the Employment Rights Act dates that land after completion.
Practice payroll
Heads of terms reviewed for what they actually commit you to, and the numbers behind the negotiation rather than after it.
Step by stepThe compulsory one is premises registration. If a practice supplies or stores medicines it must be registered with the RCVS, which holds the Register of Veterinary Practice Premises on behalf of the VMD. Registration is per premises, so a main site with two branches is three separate registrations at £38 each a year in England and Wales, renewing on 1 April. Confirm every site is registered, including any branch that only opens part of the week and any location that receives wholesale medicine deliveries. Practice Standards Scheme accreditation is separate and voluntary, so its absence is not a defect.
Often not, and this is one of the most valuable things to understand before agreeing a price. Relief on goodwill acquired since 1 April 2019 is a fixed 6.5% a year under Part 8 Chapter 3 of CTA 2009, but it is available only where the acquisition includes qualifying intellectual property, and it is then restricted to the lower of the asset cost or six times the cost of that qualifying IP. A typical independent small animal practice has its value in goodwill and client relationships with no registered IP at all, so the buyer frequently gets no corporation tax relief whatsoever on the largest single element of the price.
Five years of them. The Veterinary Medicines Regulations require documents relating to the receipt or supply of POM-V and POM-VPS products to be kept for five years, recording the date, the name of the medicine, the batch number, the quantity, the name and address of the supplier or recipient, the prescriber's name and address, and a copy of any written prescription. Where a product was prescribed without a written prescription the reason must be recorded and kept five years, and antibiotic prescribing carries its own record. There must also be an annual audit of POM-V and POM-VPS supply. Gaps here are a regulatory liability you inherit.
Usually yes, but the route depends on your structure and on whether the kit is new. The Annual Investment Allowance of £1,000,000 has been in place since 1 January 2019 and is available to companies, sole traders and partnerships alike, covering most plant and machinery. Full expensing — 100% relief on main-rate plant and machinery, 50% on special-rate expenditure, uncapped — is available to companies only and requires the asset to be new and unused. So the digital x-ray, dental unit and analysers you inherit with an existing practice are second-hand: they sit inside the Annual Investment Allowance and outside full expensing.
Yes. The obligations in the Order attach to the veterinary business operating the practice, so whoever is running it when a compliance window opens has to meet it. Buying a practice does not reset the clock and there is no purchaser's grace period. That has two practical consequences for a deal. First, ask during diligence what work has actually been done on the four publication duties, the estimate and billing process and the complaint process — because if the answer is nothing, that is your project and your cost. Second, if you are buying into a business with 15 or more practices, the shorter Large-business windows apply.
It is genuinely a choice rather than a formality, and the tax pulls the two sides in opposite directions. A seller of shares in a trading company can look to Business Asset Disposal Relief at 18% from 6 April 2026 on qualifying gains, which makes shares attractive to them. A buyer of shares inherits everything — the medicines record history, employment liabilities, tax history and any CMA compliance gap — where a trade and assets purchase leaves most of that behind and lets the buyer allocate the price across assets. Since the goodwill relief is frequently nil either way, the deciding factors are usually liability and warranties rather than tax relief.
A free conversation about the practice you are looking at: what it would earn run by you, what the goodwill relief position really is, and which regulatory liabilities transfer with the business.
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