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Business Sales and Purchases

We can offer you help and advice when your property sale or purchase forms part of the sale or purchase of a business.

What is the difference?

In addition to the sale, purchase or assignment of a commercial property, business sales and purchases also involve the purchase/sale of either the assets or the shares of the company.

Shares

  • Bought/ sold where a company owns a business.
  • Where sold, the seller receives the money directly and is no longer liable for the company’s debts.

Assets

  • Bought/ sold where a company, sole trader or partnership owns a business.
  • Where sold, the money is provided to the company and the seller remains liable for debts unless agreed otherwise with the buyer.

Which Additional Documents are Required?

Share or Asset Sale and Purchase Agreement

This sets out the terms on which either the shares or the assets are being bought/sold, including the number of shares/a description of the assets, and the price.

Other Documents

Additional documents may also be required, depending on the circumstances; for example, an assignment of goodwill or a domain name transfer agreement.

What are the Key Considerations?

Whether the sale and purchase agreement is of assets or shares, consideration should be given to the specific type of clauses to include in the agreement, including:

  1. Warranties – these provide confirmation to the buyer that the shares/assets are being sold without any issues. Equally the seller needs to ensure that any qualifications to the warranties are included, to avoid being left exposed.
  2. Liability clauses – the buyer should not be liable for any acts or omissions in relation to the shares or assets prior to ownership.
  3. Clarity – the shares or assets as described in the agreement must accurately reflect what has been agreed between the parties.
  4. Restrictions – certain restrictions may need to be imposed on the seller to prevent them from competing with the buyer.
  5. Funding – details of how the purchase will be funded should be considered and whether external funding is required.

Why Barton Legal?

Whether you are buying or selling a business, our dedicated team has the expertise to provide clarity, guiding you through the process of due diligence and appropriate warranties, and ensuring that nothing that is important to you and your business is overlooked.