Business Sales and Purchases
We can offer you help and advice when your property sale or purchase forms part of the sale or purchase of a business.
What is the Difference?
In addition to the sale, purchase or assignment of a commercial property, business sales and purchases also involve the purchase/sale of either the assets or the shares of the company.
Shares
- Bought/ sold where the business is run through a company.
- The buyer acquires ownership of the company by purchasing most or all of the shares in the company, taking over the assets and rights of the company, but subject to its liabilities and obligations.
Assets
- Bought/ sold where a company, sole trader or partnership owns a business.
- The buyer acquires some or all of the assets of the business and may take on responsibility for certain liabilities, subject to what has been agreed between the parties.
Which Additional Documents are Required?
Share or Asset Sale and Purchase Agreement
This sets out the terms on which either the shares or the assets are being bought/sold, including the number of shares/a description of the assets, and the price.
Other Documents
Additional documents may also be required, depending on the circumstances; for example, an assignment of goodwill or a domain name transfer agreement.
What are the Key Considerations?
Whether the sale and purchase agreement is of assets or shares, consideration should be given to the specific type of clauses to include in the agreement, including (but not limited to):
- Warranties – these provide confirmation to the buyer that the shares/assets are being sold without any issues. Equally the seller needs to ensure that any qualifications to the warranties are included, to avoid being left exposed.
- Liability clauses – the buyer should not be liable for any acts or omissions in relation to the shares or assets prior to ownership.
- Clarity – the shares or assets as described in the agreement must accurately reflect what has been agreed between the parties.
- Restrictions – certain restrictions may need to be imposed on the seller to prevent them from competing with the buyer.
- Funding – details of how the purchase will be funded should be considered and whether external funding is required.
What are the Key Considerations?
Whether you are buying or selling a business, our dedicated team has the expertise to provide the clarity you need, guiding you through the process of due diligence and appropriate warranties, and ensuring that nothing that is important to you and your business is overlooked.
DIRECTOR
- 0113 202 9550
- 07720 844 012
- trishbarton@bartonlegal.com
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