Buying or selling a business

Below Karen details the key ways to groom your business for sale to make an attractive prospect for potential buyers, which it turn, should help you realise the best value upon sale.

• Show a stable financial pattern by maximising the trading success as much as possible
• Make sure accounts are in order and up to date
• Tie key staff and customers to long-term contracts
• Check that relevant legislation has been complied with and that all necessary licences, consents and insurances are in place
• Iron out any major legal issues
• If you are selling company shares, make sure that the statutory books and Companies House filing history are up to date and correct
• If operating from rented premises, ensure that there is a formal lease in place to give the buyer security of tenure
• Protect any intellectual property rights; the business trademark could hold significant value so make sure that it’s registered with the IPO
• Ensure management information systems are working smoothly; it is likely that a prospective buyer will want initial information prior to any formal due diligence process

For further advice, please get in contect with one of our specialist business sale solicitors here.

The legal process for selling a business can be broken down as follows:

• Heads of terms – set out terms of transaction
• Due diligence – answering questions
• Contract – Mutual agreement
• Disclosure – provide warranties about the business
• Additional documents – any extra forms, letters or documents to sign
• Post-Completion – Submission of documentation to relevant bodies

Read the article here.

There are many factors to consider in choosing a buyer, but a good starting point is to establish what options are out there.  A buyer could be any one of the following:

• A supplier or customer, or a competitor
• New market entrants
• Your own management team
• Family members and succession

When you have received offers, the next stage is to weigh these up and establish which you wish to pursue. The most important things to consider are:

• Who Is buying the business?
• Can the buyer afford the purchase price?
• How is the buyer going to pay for the business?
• How are you going to get paid?
• What is the buyer expecting of you?
• What comfort is the buyer looking for?
• Is the buyer seeking an exclusivity period?

To read Karen's in depth explanation of all these steps, please read the article here.

It is often the case in a corporate transaction that the buyer and seller will agree to sign heads of terms (sometimes also referred to as a letter of intent, memoranda of understanding or heads of agreement).

This is a document which sets out the main terms of the transaction, which have been agreed in principle, between the parties during the course of their negotiations. They are prepared and agreed before the parties move to negotiating the main contract.

Read the full article here.

The management buyout process is when the management team of a private company collectively acquire part of or all of the company that they manage through a buyout of the company’s owners.

The steps include:

• Appoint advisors to advice on costs
• Prepare a business plan
• Find funding for the management buyout
• Review management contracts
• Structure the acquisition as an acquisition of shares or assets
• Set out preliminary agreements
• Main buyout transaction

Read more here.

Selling shares back to a company, the process:

• Find a buyer
• Comply with companies act
• Seek approval from creditors if required
• Determine the price
• Finance the buyback
• Agreement
• Completion

Read more here.

Partnerships are a set of personal and commercial relationships between individuals (could be family members, close family friends or best friends) carrying on a business in common with a view to profit.

It is advisable that these relations are regulated by a correctly drafted partnership agreement setting out the commercial terms of the business relationship between the partners.

The purpose of a partnership agreement is to:

• protect the owners’ investment in the partnership;
• govern how the partnership will be managed;
• clearly define the rights and obligations of the partners, and;
• determine the rules of engagement should a disagreement arise among the parties.

A well-written partnership agreement will reduce the risk of misunderstandings and disputes between the owners.

Read more here.