Sales & Purchase of Business

You may be selling only the Assets of your business or you could be a company and wish to sell the shares. We can advise you on the best option for your business.

We can help establish if the Transfer will be of a Going Concern and the implications of this on your sale/purchase.

Employees are a relevant part of all businesses and should not be ignored in a sale or purchase transaction. We can advise you on your obligations under the employment regulations TUPE.

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Is there anything I need to worry about before putting my business premises on the market?

Yes, unfortunately there are quite a few things you need to consider before placing your business on the open market if you hope to achieve a successful sale. Some requirements, like the Energy Performance Certificate, are needed before any businesses premises can even be marketed. But there are other matters, which most small business owners do not discover until the transaction is all ready underway, leading to unfortunate and avoidable delays. For example:

a. Apportionments – How are you going to apportion the sale e.g. between Goodwill, Property and Fixtures and Fittings? This should be considered carefully as the apportionment will have Tax consequences.

b. Asbestos Survey – this is a legal requirement under the Control of Asbestos at Work Regulations 2002. A lot of small businesses owners are unaware of the obligation until a potential buyer’s solicitors ask to see the report.

c. Fire Risk Assessment – this is also a legal obligation that some business owners are not aware of until it threatens to slow down a transaction.

Even when a buyer has been found there are certain matters which should be considered right at the start of the transaction to prevent delay. For example:

Planning Permission – what if your potential buyer intends to change the use of the premises? It can take at least eight weeks to obtain planning consent for change of use, and in a buyer’s market this is as much of a concern for the seller as it is for the buyer and could result in the transaction falling through. These matters should be discussed right at the start of a transaction. 

I’m entering into a new lease of business premises, what are the things I need to look out for?

There are lots of important aspects to a business lease that may not come to light until some years after the transaction has completed, and when the consequences could have a severe impact on your business, some of these are as follows:

a. Rent – you need to check if VAT is included or excluded, the frequency and type of rent reviews. Is there any rent-free period? Is a rent deposit required?

b. Term – is it suitable for your business needs? If it is too short, you may find you’re forced to look for new business premises. If you have just started a new business venture, you may not be ready to tie yourself to a long-term liability.

c. Break Clauses – who is the break clause in favour of? It may be in favour of the Landlord and what appeared to be a ten-year term could be terminated after only three years.

d. Assignment – Can you assign the lease, and if so are there any conditions? e.g. Do you need to sign a personal guarantee? Do you need the Landlord’s consent?

e. Repairing/Insuring – who is responsible and how extensive are the obligations? You do not want to find yourselves entering into a lease of a premises which is in a poor state of repair, to find yourself with the inconvenience and expense of extensive remedial work because of your repairing obligations or a failure to agree a Schedule of Condition.

Note: This analysis may contain information of general interest about current legal issues, but does not give legal advice.

To find out more contact one of our lawyers

Donna Baker


Paul Mossop


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