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Corporate and commercial

Buying and selling a company or business

Practical legal support for business owners, directors and investors buying or selling a company or business, from heads of terms and due diligence to completion.

Make an enquiryCall 01543 431 184
  • Neil Jones
  • Jamie Gill
  • Emma Rowley
  • Paul Bennett
  • Hilary D'Cruz
  • +6 more
Your corporate and commercial team
Legally Sound podcast

Preparing your business for sale

Tax changes, due diligence and avoiding deal delays

In short

Ansons Law's corporate solicitors act for business owners, management teams and investors buying or selling a company or business, whether by share sale, asset sale or management buyout. We advise from heads of terms and due diligence through the sale agreement to completion, working alongside your accountants, tax advisers and funders. Timelines vary, but many transactions complete in a few months.

Deals we handle
Share and asset sales and purchases, management buyouts and minority investments
Who we act for
Owner-managed businesses, family businesses, SMEs and management teams
Named by The Legal 500
Neil Jones and Paul Bennett (leading partners), Emma Rowley (leading associate)
Buying and selling businesses Make an enquiry

Some acquisitions need government notification

Certain acquisitions in sensitive sectors may require notification under the National Security and Investment Act, and some deals need other notifications or consents. We can help identify whether this applies to your deal and what steps are needed.

What kinds of business sale and purchase do you handle?

We act for owner-managed businesses, family businesses, SMEs and management teams on:

  • share sales and share purchases
  • asset sales and asset purchases
  • management buyouts and internal succession deals
  • minority investments and staged acquisitions

We work alongside your accountants, tax advisers and funders to keep the process moving and make sure the paperwork reflects the commercial reality.

What is the difference between a share sale and an asset sale?

In a share sale, the buyer buys the shares in the company, so the company keeps its assets and liabilities. In an asset sale, the buyer purchases selected assets and the parties agree which liabilities transfer.

The right structure affects tax, risk, employees and property. It also drives how quickly the deal can move, so it is worth getting advice early: early input can prevent costly rework later.

Why is due diligence important?

Due diligence is the buyer's review of the business, covering key contracts, employees, property, finance and any disputes.

Its findings often drive price changes, extra protections in the agreement or conditions that must be met before completion. If you are selling, we help you prepare what will be requested and respond efficiently, so there are fewer surprises.

How is risk shared between buyer and seller?

Buying or selling a business is rarely just a legal document job. The structure of the deal, the timetable, the negotiation points and the risk allocation all affect what you actually walk away with.

Warranties are statements about the business, and indemnities are specific promises to cover defined risks. Together with the disclosure process, they are key risk areas in most deals and often central to how risk is allocated between buyer and seller.

Where the price includes an earn-out, a retention or deferred consideration, it matters how performance targets are measured and what happens if there is a dispute. Our drafting aims to protect you without derailing the transaction.

At work in the Ansons Law office in Cannock
What we do

What we can help with

Clear advice and practical support at every stage of buying or selling a company or business.
Step by step

Buying or selling a business, step by step

The main stages from heads of terms to completion. We manage the timetable, documents and completion steps so the transaction progresses without unnecessary delays.

  1. Heads of terms

    We can help at heads of terms stage, advising on deal structure, key protections, exclusivity, confidentiality and practical negotiation points. You do not need heads of terms before you speak to us.

  2. Due diligence

    The buyer reviews the business: key contracts, employees, property, finance and any disputes. For buyers we carry out legal due diligence and red flag reporting. For sellers we help you prepare what will be requested.

  3. The sale agreement

    We draft and negotiate the sale agreement (share or asset), including the price, completion mechanics, warranties, indemnities and limitations of liability, with the disclosure process alongside.

  4. Consents and funding

    Some deals need notifications or consents, including under the National Security and Investment Act in certain sectors. We also deal with funding and lender requirements: loans, security and guarantees.

  5. Completion

    We manage the conditions, signatures, filings and completion mechanics so the deal completes without unnecessary delays.

Questions

Buying or selling a business: common questions

How long does it take to buy or sell a business?

Timelines vary, but many transactions complete in a few months. The timetable depends on the complexity of the deal, funding, due diligence findings and how quickly documents and information can be provided.

Do I need heads of terms before I speak to a solicitor?

No. We can help you at heads of terms stage, including deal structure, key protections, exclusivity, confidentiality and practical negotiation points.

What is the difference between a share sale and an asset sale?

In a share sale, the buyer buys the shares in the company, so the company keeps its assets and liabilities. In an asset sale, the buyer purchases selected assets and the parties agree which liabilities transfer. The right structure affects tax, risk, employees and property, so it is worth getting advice early.

What is a share purchase agreement (SPA)?

An SPA is the main contract used for a share sale or share purchase. It sets out the price, completion mechanics, warranties, indemnities, limitations of liability and other key terms.

What are warranties and indemnities?

Warranties are statements about the business, and indemnities are specific promises to cover defined risks. They are often central to how risk is allocated between buyer and seller.

What does due diligence cover?

Due diligence is the buyer's review of the business, covering key contracts, employees, property, finance and any disputes. Findings often drive price changes, extra protections in the agreement or conditions that must be met before completion.

Can you help with an earn-out or staged payments?

Yes. We advise on earn-outs, retentions and deferred consideration, including how performance targets are measured and what happens if there is a dispute.

Do some acquisitions need government notification?

Certain acquisitions in sensitive sectors may require notification under the National Security and Investment Act. We can help identify whether this applies and what steps are needed.

Will you work with our accountants and tax advisers?

Yes. We work alongside your accountants, tax advisers and funders to keep the process moving and make sure the paperwork reflects the commercial reality.

Accreditations and awards

Talk to our corporate and commercial team

Tell us what you are planning and we will route your enquiry to the right solicitor. Anything you share with us is treated as confidential.

Call 01543 431 184
Offices

Our offices

Our corporate and commercial team works from our offices across the Midlands. Every office can take your enquiry.
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