Sale Structure

Share sale or asset sale

A sale may be structured as a share sale- selling the shares in the company that owns the business- or you can sell the assets of your business.

There will be reasons for structuring the sale either way. Selling the shares means you will have no residual assets in respect of the business and there may be tax benefits. Selling the assets (e.g. property, customer contracts and the business goodwill) could be more suitable if you are only selling part of your business or the buyer wants to exclude certain business assets or liabilities.

Alongside your tax adviser we can help you structure the sale in a way that suits you and the buyer.

Preparing the business for sale

A buyer will want to find out as much as possible about your business before committing to purchase it. This is known as the “due diligence exercise”. As well as understanding the financial performance of the business, they will want to understand the business relationships in place, e.g. contracts of employment with your staff, customer and supplier contracts (or at least your key customers and suppliers) and confirmation that any relevant intellectual property is owned or validly licensed by the target company.

We can work with you to help prepare your business for sale and identify any gaps so that they are closed off ahead of the buyer’s due diligence exercise.