If you are purchasing or selling a business, you will likely feel a strong sense of excitement combined with trepidation. If you are buying, the process starts with finding a business for sale which meets your commercial ambitions, and for the seller, the focus is on preparing the business, finding a buyer, and negotiating the best possible price. Much can go wrong if the transaction is not undertaken with care and with an eye for detail. As a London-based commercial law firm, we will work hard on your behalf to carry out and complete each stage of the legal process involved in the sale/purchase. Our team are highly detail-oriented, meaning we will find any anomalies which may pose a threat to your financial and business interests, whether now or in the future.
What are the steps involved in a business purchase/sale?
The general steps involved in the purchase/sale of a business are as follows:
Deciding how to sell the business
A business may be sold with a view to putting in place new ownership but keeping the business trading. This is typically done by selling the shares of the business. Alternatively, you may decide to break-up the business and sell its assets, including property, land, equipment, machinery, stock, and intellectual property.
Drafting the legal documents
Depending on the nature of the transaction, you may decide to draft an NDA/confidentiality agreement. A ‘Heads of Terms’ document must then be drawn up, defining what is included in the sale, price, dates, conditions, warranties, indemnities, obligations, among other key legal terms. Heads of Terms are not legally binding on the parties to the sale/purchase, but they do allow the basis of the sale to be agreed.
Undertaking due diligence
During this stage, the purchaser will have the opportunity to research all aspects of the business, including the value of assets, liabilities, state of the property, and market conditions. Any problems found during this stage can be ironed out with the seller, and if necessary, it may be prudent to renegotiate the terms of the sale.
Contract of Sale
If following the due diligence phase, the buyer is still happy to proceed with the sale, it will then be necessary to draft and enter into a sale agreement. This must be done by a commercial Solicitor who will ensure that the contract is drafted to protect the interests of both buyer and seller. The agreement will cover the final purchase price, the date of completion, the method of payment, any warranties of purchaser and vendor, conditions, disclosure, employees, transfer of third-party contracts, and the governing law. The contract of sale will then be signed by the purchaser and vendor.
Why should I use AQ Archers to manage my business sale or purchase?
If you are considering the purchase or sale of a business, AQ Archers can advise you from the outset to the completion of your business transaction. Being based in London, we have assisted with the successful sale of many small, medium, and large businesses in a range of sectors and specialities. Ultimately, we are business people at heart, and our commercial experience and expertise will ensure your interests are fully protected. We will be proactive in finding any potential problems which, if not resolved, may lead to financial loss in the
future. You can rest assured that by engaging AQ Archers to handle your business sale/purchase, no stone will be left unturned and your transaction will be completed successfully in a timely manner, allowing you to move onto the next stage of your commercial journey.