Buying or Selling a Business or Company2022-05-30T15:01:36+00:00

Buying or Selling a Business or Company

Buying or selling a business or the shares in a company is a significant event and it may only happen on one occasion during your business journey. Therefore the legal process can seem daunting, even to the most experienced business person.

At Attwells, whether it is a sale or purchase, our lawyers will guide you through the process, meeting any time-critical dates, explaining the legal jargon, and negotiating the best possible commercial terms for you.

By instructing a lawyer to undertake the purchase or sale of your business or company you will protect your personal liability and greatly reduce the risk to your business.

Buying a Business or the Shares in a Company

Typically, when buying a business or the shares in a company, the buyer will be in a good position to negotiate, therefore your business should be able to negotiate favourable terms. Normally the buyer will be responsible for producing the first draft of the purchase documentation which will be an asset purchase agreement for a business purchase and a share purchase agreement for share purchase. Your business lawyer will be responsible for working with you and your accountant at undertaking due diligence on the business or company to give you the fullest possible picture of what you are buying. If assets need transferring as part of the purchase then Attwells’ business lawyers can help with this including the transfer of employees under the TUPE Regulations.

Selling a Business or the Shares in a Company

When you are selling a business or the shares in the company, the terms and conditions of the sale documentation very much depend on the nature of the business you are selling. For example, aspects such as risk and purchase price will greatly differ depending on the type of business you are selling. By instructing Attwells Solicitors, you are ensuring your sale is carried out by an experienced commercial lawyer who will guide you through the process. You will be advised on the terms of the purchase agreement, how to deal with the requests for information on your business and company, and the mechanics of completion.

You’ll have one point of contact, a lawyer who explains the legal jargon and you’ll pay a fixed fee.

A lot of our clients have found our input at the time of agreeing on terms with the other party useful and helping to produce the Heads of Terms which sets out the terms of the deal between the parties. By getting Attwells business lawyers involved at this early stage we can share our business as well as legal experience and get you the best terms and save time on the process by identifying the key issues. If you would like our support at this earlier stage of negotiating the best deal for you get in touch with us and we can chat this through and provide you with a fixed fee for this work.

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Attwells are commercial conveyancing solicitors in Suffolk, Essex & London

What is included?

  • Creating the Disclosure Bundle and dealing with Due Diligence

  • Drafting or negotiating the contract for the sale of the shares or assets

  • Drafting or negotiating the standard ancillary documents to the share or asset transfer

  • Undertaking all the necessary title and other searches for any Property (Share Only)

  • Reporting to you on the terms of the sale or purchase

  • Completion of the sale or purchase of the shares or assets

What is excluded?

  • Legal advice outside the scope of the service described above

  • Advising and renegotiating the Heads of Terms

  • Tax advice

  • Accounting or non-legal due diligence

  • Transferring any Property (Asset Only- Additional Fees apply)

  • Transferring any employees (Asset Only- Additional Fees apply)

  • Any work in connection with Banks and lenders with regards to lending and security as part of the transaction

  • Updating of company books

You will need to pay 50% of the fixed fee on account. The balance of fees and any disbursements will be due on completion.

Possible additional fees

If the matter does not proceed then a proportion of the above fee will be payable based upon time spent. In addition to the fixed fee above the following fees may also be payable:

  • Payable in all cases – Bank Transfer Fee (per transfer) – £40 plus VAT

  • Payable in all cases – Electronic Identification Fee (per person) – £10 plus VAT

  • If property forms part of the company then searches – £550 plus VAT

Disbursements

If there is a property Land Registry Fees may apply.

Video: Buying or Selling a Business

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