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Business Sales and Business Purchases
A core part of our Corporate practice is advising on the sale and purchase of companies across a wide range of industries, whether this is a sale or purchase of a whole company or the sale or purchase of the whole or a particular part of the business.
Share sale: a company sale involves the sale of the entire share capital of a company limited by shares, meaning the business continues as normal but under different ownership. All the benefits of the company transfer to the purchaser, but so do all the debts and liabilities. A share sale tends to be more complex and involves greater time, effort and professional costs than a business sale but this is not always the case. The main sale document is a share purchase agreement.
Business sale: a business sale is the sale of particular assets in a company and means that the purchaser can negotiate with the seller as to which assets are sole and which responsibilities they wish to take on. This can include particular business information, goodwill, intellectual property rights and customer contracts. Purchasers do not generally take on the existing debts and liabilities of the business. The main sale document is generally referred to as either a business purchase agreement or an asset sale agreement.
Whether acting for the vendor or the purchaser, we have the experience and expertise to advise and represent clients through the initial planning stage, heads of terms, due diligence, disclosure, contract negotiation, drafting and completion. We also assist with post-completion steps such as filing the appropriate forms at Companies House, dealing with the payment of stamp duty and updating the company registers if required.
We can also advise on the relative merits and demerits of entering into a share sale as opposed to a business sale as there are both legal and commercial issues that can affect which route you decide to take.