Business sale agreements
The business sale agreement is the core document that governs the transaction. It sets out what is being sold, how the deal is structured, how the price is calculated, and what each party is required to do before, at, and after completion. We draft and negotiate sale agreements with a focus on clarity, control, and protecting your position throughout the transaction.
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How we support you with business sale agreements
We draft and negotiate business sale agreements with a focus on clarity, control, and protecting your position throughout the transaction.
- Drafting and negotiating the core sale agreement
- Defining what is included in the sale and what is excluded
- Structuring price, payment terms, and adjustment mechanisms
- Managing completion mechanics and post-completion obligations
The business sale agreement is the core document that governs the transaction. It sets out what is being sold, how the deal is structured, how the price is calculated, and what each party is required to do before, at, and after completion.
The agreement does more than record the commercial deal. It defines the legal framework for the transaction, including obligations, timing, conditions, completion arrangements, and the allocation of risk between the parties.
We draft and negotiate sale agreements with a focus on precision and commercial control, ensuring the document reflects the deal properly and protects your position throughout the transaction.
How we guide you through a business sale agreement
A business sale agreement needs to reflect the deal clearly, allocate obligations properly, and reduce the scope for later dispute. We guide you through each stage of the drafting and negotiation process so the transaction is documented with precision and control.
Reviewing the deal structure
We review the heads of terms, transaction structure, and commercial points so the agreement properly reflects what is being sold and how the deal is intended to work.
Drafting and negotiation
We draft or negotiate the agreement carefully, dealing with price, scope, conditions, completion mechanics, and the allocation of obligations between the parties.
Completion and implementation
We ensure the agreement works in practice at completion, with clear steps for signing, payment, transfer, and any post-completion requirements that follow.
Key issues in business sale agreements
A business sale agreement defines how the transaction operates in practice. The outcome will depend on how clearly the deal is structured, how obligations are set out, and how potential areas of dispute are addressed in the drafting.
Scope of the sale
The agreement must clearly define what is being sold, including assets, shares, contracts, and any exclusions. Ambiguity at this stage can lead to disputes over ownership and responsibility after completion.
Price and payment structure
The agreement sets out how the price is calculated and paid, including fixed price arrangements, completion accounts, or deferred payments. The structure can significantly affect financial outcome and risk.
Conditions and completion mechanics
Conditions precedent, timing, and completion steps must be clearly defined so the transaction can proceed smoothly. Poorly drafted mechanics can delay completion or create uncertainty at a critical stage.
Allocation of obligations and risk
The agreement determines what each party must do before, at, and after completion, and how risk is shared. Clear drafting is essential to avoid disputes over responsibility and performance.
Whatever your situation, our solicitors can provide clear, confidential guidance tailored to you.
Whatever your situation, our solicitors can provide clear, confidential guidance tailored to you.
Selling a Business FAQs
Answers to common questions from sellers on risk, disclosure, and structuring a business sale.
What is the difference between an asset sale and a share sale?
In an asset sale, you sell specific assets and may retain certain liabilities. In a share sale, you sell the company itself, transferring ownership but potentially retaining exposure through warranties and indemnities. The structure has a significant impact on risk and must be considered carefully.
What do I have to disclose to the buyer?
Sellers are expected to disclose material information about the business, including contracts, liabilities, disputes, and compliance issues. Proper disclosure protects you against claims for misrepresentation or breach of warranty after completion.
What happens if something is not disclosed properly?
Failure to disclose relevant information can lead to claims after completion, including for breach of warranty or misrepresentation. This can result in financial liability even after the business has been sold.
How do warranties and indemnities affect me as a seller?
Warranties are statements about the business which, if inaccurate, may give rise to a claim. Indemnities require you to compensate the buyer for specific risks. The scope and limits of these provisions determine how much risk you retain after the sale.
Can I still be liable after selling my business?
Yes. Liability can continue after completion depending on the terms of the agreement. Time limits, financial caps, and properly drafted protections are essential to reducing ongoing exposure.
When should I involve a solicitor?
You should involve a solicitor as early as possible, ideally before heads of terms are agreed. Early advice helps structure the sale properly, manage risk, and avoid issues that could affect value or delay completion.
Looking for broader transaction advice or another service? View our Business Transfer service.
Clear, structured advice when selling a business
Selling a business involves managing risk, controlling disclosure, and ensuring the deal is structured to protect value. Early advice helps you prepare the business properly, negotiate from a position of strength, and reduce exposure after completion.
Initial assessment
We review the proposed transaction, structure, and key commercial terms to identify risks and prepare your position from the outset.
Clear next steps
You are given a straightforward explanation of the process, including disclosure, negotiation, and how the sale will progress.
Practical transaction support
We draft and negotiate the legal documents, manage disclosure, and ensure risks are properly controlled before completion.
Ongoing support
If you instruct us, you deal directly with a solicitor who manages timing, negotiation, and completion throughout the transaction.
There is no obligation. Making an enquiry allows you to understand the transaction early and avoid unnecessary risk.
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