Buying or Selling a Business

Buying or selling a business calls for expertise across our commercial departments, including commercial property, employment and company/commercial. Our experienced team can support the entire transaction, including negotiation of head of terms, performing due diligence and preparing or reviewing any sales and purchase agreement (SPA) between the parties.

There are two main ways in which to buy or sell a business that is already trading. These are:

• an asset sale, in which all (or some) of the assets and contracts which make up the business are transferred to the buyer; or
• a share sale, in which ownership of the company changes hands, but all assets and contracts remain the property of the company meaning business can continue to run ‘as usual’.

If the business is owned by a sole trader or partnership, the transaction will have to be by way of an asset sale. A limited company will have the choice whether to proceed under a share sale or an asset sale.  Generally, this depends on legal, financial and personal considerations of the parties, including their future business plans.

Employees, assets, continuity, liability, VAT, stamp duty and tax will all need to be managed, depending on the nature of the transaction and what is being sold or purchased. The business may also need to deal with a transfer of land as part of the deal.  

Any buyer needs to be confident in what they are buying. We are experienced in conducting thorough due diligence projects to give purchaser’s piece of mind. Sellers need to be confident that they aren’t left unexpectedly liable for the business. Whoever the party, they want to have confidence in the transaction. Specialist legal advice and a robust sales and purchase agreement will offer this and ensure key terms are clear to all.

We work closely with all our clients to build a deep understanding of any transaction and your wider business plans. We hope to be a helpful partner for businesses at every stage of life.

We will meet with you at your convenience to discuss the terms of the transaction and your business plans going forward. We will keep the transaction moving, all the while keeping you involved and informed at the necessary moments.

A named member of the business team will handle your account, and a member of the team will always be available to speak to on a day to day basis.