A step-by-step guide
Are you Looking to Sell?
Selling a business is a major decision, and often the culmination of years of work.
You might be planning retirement, moving on to something new, or simply choosing to sell while the business is performing well. Whatever lies behind your decision, the priorities are usually similar: securing the right price, protecting what you’ve built, and limiting any ongoing liabilities once the deal is done. Good advice helps you achieve all three.
How selling a business usually works
No two sales are identical, but the process generally runs as follows:
- 1
Preparing for sale
Buyers pay fairly, and proceed more readily and with more confidence, when a business is well prepared for sale. We can help you address potential issues before they surface in a buyer’s due diligence, where they would otherwise weaken your position, pull down the price or even endanger the deal altogether.
- 2
Choosing the structure
A business can be sold by way of its shares or its assets, and the choice carries significant tax and liability consequences. We work alongside your accountant to structure the sale in the way that serves you best.
- 3
Agreeing heads of terms
The principal commercial terms are recorded in heads of terms once you and the buyer agree in principle, and whilst not legally binding they set the framework before the detailed drafting begins and reduce the risk of disagreements at the eleventh hour.
- 4
Warranties and disclosure
A buyer will ask you to give warranties about the business. Careful, well-judged disclosure is how you limit your exposure under those warranties, and it’s one of the most important parts of protecting yourself as a seller. We also make sure you only give the warranties that are appropriate to the deal.
- 5
Completion and payment
We handle the final legal steps so the sale completes cleanly. Where the price includes deferred payments or an earn-out, we make certain the terms are clear and your position is secured as best as possible.
Our role is to help you sell on the strongest possible terms while keeping your liability after completion firmly in check. If you’re thinking about selling, whether the plan is set or still forming, get in touch to discuss it in confidence. You’ll find more about how we work on our Company and Business Sales & Purchases page.
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Our team combines decades of legal expertise with a personal approach. Every client gets a named lawyer who knows their case inside out.
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