Selling a business
We advise business owners on selling their business with a clear focus on protecting value, managing risk, and achieving a clean exit. From early planning through to completion, we help you prepare for buyer scrutiny, control disclosure, and ensure the transaction is structured and documented to limit post-sale liability and secure the outcome you expect.
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How we support business owners selling a business
We advise sellers throughout the transaction, focusing on protecting value, managing buyer scrutiny, and ensuring the deal is structured and documented to support a clean exit.
- Assessing the structure of the sale (asset vs share sale)
- Preparing for due diligence and managing disclosure
- Drafting and negotiating the sale agreement and seller protections
- Managing completion and limiting post-completion exposure
Selling a business involves more than agreeing a price. The structure of the transaction, the scope of due diligence, and the way warranties, indemnities, and disclosures are handled will determine how much risk you transfer and how much you retain.
Buyers will scrutinise the business closely, including contracts, employees, property, and any existing liabilities or disputes. Preparing properly for that process can protect deal momentum, reduce points of challenge, and strengthen your negotiating position.
We guide you through each stage of the sale, helping you present the business clearly, manage disclosure carefully, and negotiate documentation that protects value while limiting post-sale exposure.
How we guide you through selling a business
Selling a business requires careful preparation, clear control of risk, and a structured approach. We guide you through each stage of the transaction so the sale is managed properly and exposure is limited after completion.
Preparation and deal structure
We review heads of terms, advise on whether an asset or share sale is appropriate, and identify key legal and commercial issues before the buyer’s scrutiny begins.
Due diligence and negotiation
We help you respond to due diligence, manage disclosure carefully, and negotiate terms so warranties, indemnities, and liabilities are properly controlled.
Completion and clean exit
We manage completion, ensure documents and funds are handled correctly, and deal with post-completion steps to reduce ongoing obligations and protect your position.
Key issues when selling a business
Selling a business involves legal, financial, and ongoing risk. The outcome will depend on how well that risk is managed, what is disclosed, and how liability is allocated in the transaction documents. Early preparation is critical.
What you are actually selling
The structure of the deal determines what transfers and what you may retain. In an asset sale, liabilities can be allocated between the parties. In a share sale, the buyer acquires the company with its full history, but seller exposure may still arise through warranties and indemnities.
Disclosure and misrepresentation risk
Sellers are required to disclose relevant information about the business. Incomplete or inaccurate disclosure can lead to claims after completion, making careful and controlled disclosure a key part of protecting your position.
Warranties, indemnities and liability
Buyers will seek warranties and indemnities to protect themselves. The scope, limits, and wording of these provisions determine how much risk you retain after the sale and must be negotiated carefully.
Post-completion exposure
Liability does not always end on completion. Claims may arise after the sale depending on the terms agreed. Limiting duration, financial caps, and scope of liability is essential to achieving a clean exit.
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.
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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