Legal Case Studies

SELLING YOUR BUSINESS



There is a great deal to attend to when selling your business, but for the progressive seller who would like to ensure that when they do find an interested buyer they can move the transaction forward swiftly, we have created a guide of the various items required which you can prepare as an owner and make available to your instructed corporate team as part of the due diligence process immediately.

Structure and Details of the Company

As part of the due diligence process you will need to provide your buyer with the full details of your business such as the name, registered office addresses, company number, VAT number. As well as the incorporation date of the company, any holding companies, associated companies and the company structure. Other items also include the Memorandum and Articles of Association, shareholder agreements, joint venture agreements and legal documents pertaining to the company being sold. 

Contracts

If your business has any existing contracts with supplier, clients, obligations, understanding or commitments with any other parties this must be made plain along with the details, terms and conditions.

Finance and Accounts

Copies of audited accounts and board reports should be provided, going back at least four years, you will also need to include details of the policy and processes involved with the company finances such as money laundering, accounting policies and all other relevant financial information. You can usually get this information from your accountants and during the sale of the business; a corporate team will be working very closely with them.

Employees and Management

Your purchaser will need a full list of the employees, management teams and Directors, whilst the list should not include names it should include salary, length of employment, their working hours, notice period, if they have a fixed term of employment and any bonuses or incentives they receive.

The list should be as comprehensive as possible and you should also ensure that all employee contracts are made available.

Pensions and Benefits

If your company has a bonus or benefits scheme in place you will need to provide details of this, including what those are, and the employees who receive them. Pensions will also need to be detailed and this information should be the employers and employee’s contributions to the scheme, the details of the pension scheme operator and any changes that have been proposed to the scheme and are under consideration.

Business Assets

A list of assets owned by the business will be required, as well as any outstanding monies owed on those assets, presumably the assets will have been regularly valued and so you will also need to include a copy of the latest valuation. If you do not have a valuation for the assets you will need to arrange for one.

Property

Many businesses own multiple properties to conduct their business operations and these will also form part of the due diligence process.

You will need to provide a list of the freehold and leasehold properties owned by the company, and any leaseholds or rights to occupy granted, mortgages, charges, debentures, pre-emption rights and any third-party rights over the properties. It is also likely you will need details of the utilities and bills that come with the property, and a valuation.

Litigation and Indemnity

Your indemnity record will be a key feature of interest for a purchaser and so you will need to include full disclosure as to any claims made against you, or potential future claims that are expected in the near future. Also, if your company is involved in litigation proceedings or a dispute with a third party, or even has an awareness of litigation proceedings that affect the company you must declare it and provide all relevant details, such as the amount of money involved, the issues and costs incurred and expected.

Insurance

Details will need to be provided of the company insurance, the type of insurance, the insurer, and the amount of cover, premiums and renewal dates, as well as any claims made against the insurance.

Consents

Depending on the business you may require various consents in terms of the assets or even operations of the business; if consents are required you will need to list their renewal dates and conditions, as well as any possibility of them being cancelled.

Intellectual Property and Licenses

You will need a list of the following whether registered or unregistered:


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