Help with Selling your Company

A business contact wanting to buy your company is a realisation of your hard work over the years. Selling your company might be your “exit strategy” to cash in and to retire. You might be planning to stay with the company after the sale, working with the new owner bringing in money and ideas to expand the business.

How we can help you with selling your company

The sale will take time, and there are a number of matters that you will need to deal with during the process. You will probably find it difficult to dedicate time and resources to the sale, whilst at the same time running the business.

What should I consider?

Maintain confidentiality

In the early stages in particular, you should be careful not to give out too much information about your company. Before you release any confidential information about your company you should ask the potential buyer to sign a non-disclosure agreement (NDA). This is a simple document which we can prepare for you. It is also important to keep the sale secret from your customers and staff.

Tax issues

You should think early on about the possible capital gains liabilities and inheritance tax implications, which can vary depending how the deal is structured.

Heads of Agreement

We can help you prepare these if assistance is required.  This is the document which outlines the principal details of the sale.  The buyer will often ask for an exclusivity period during which you will not be able to talk to others about the sale of your company.

Due diligence

This is the process by which the buyer investigates commercial, legal, accounting and tax aspects of the business.  The buyer will often provide a long list of questions for you to answer.  You should note that the answers might result in the buyer trying to re-negotiate the sale price with you.

Representation and warranties

The agreement for the sale of the company (share purchase agreement or “SPA”) will include representations and warranties as to the situation of the company.  Since the sale price is likely to be reduced if any of these later turn out to be wrong, you need to consider them carefully.


Once the share purchase agreement is signed, the date is fixed for completion – when you will receive the money for the shares in the company.

You might be keeping a financial interest in the business as the money is being paid in stages or in earnings-related pay outs which are dependent upon the performance of the business after completion. You will want to think carefully about these since you will no longer have direct control of the company following completion.

For help with drawing up contracts and managing the legal process in selling a commercial property get in touch with our expert Commercial Law team

Tim Gir - Senior Partner Commercial Law

For help with your legal requirements around business finance

Call us on 01277 889 251