Business Sales and Shares

Business Sales and Purchases

We tailor our service to your needs to ensure that we understand your business, in order to best advise you if buying, selling or leasing commercial property. Dale & Co.'s no-nonsense advice will help you to complete your commercial Conveyancing smoothly and stress-free - our highly experienced team’s commercial acumen will ensure confidence.

It is important that you speak to your Solicitor early in the sale process so that they clearly understand your needs and reason for sale, be it for financial, commercial or non-commercial reasons, for the most effective negotiations.

The sale process can be summarized as:

• Assessment - initial reviews of goals and professional advice
• Preparation - consideration of timescale, planning and shares etc.
• Marketing - producing information and identifying potential buyers
• Negotiation - purchaser selection and finances/taxation structure
• Agreement - finalization of all agreements and negotiations, completion.

Share Sale Agreements

A share sale agreement can allow you to acquire the assets of a business with minimal disruption. Share sales include all past, present and future liabilities. We can advise you fully to make the best decision for your business and its future.

Ensuring that your share sales are clear and well written will help you to deal with any later disputes. Heads of terms outline the initial agreement. This is non-binding, and aids further negotiation. This is followed by due diligence, where the buyer gathers information on the sale company in order to make an informed agreement. The share sale agreement, which can be a lengthy, complex document concludes the transaction. The first draft will normally be completed by the buyer’s solicitors, after negotiation by both sides, to outline warranties, indemnities and restrictive covenants. The share sale agreement is usually accompanied by a tax deed, protecting the buyer from tax liability before the sale is completed.

Options

An option allows a property to be sold at a given price at a given time. Options can apply to any sale, most often a financial security such as shares or bonds, a commodity or land. Option agreements must assign a time period, which can be anything up to 21 years. The time scale is very important to both the buyer and seller, defining how long the transaction may take and how long the property will be tied up for. A contingency should be added when deciding upon the time scale to ensure that the transaction and arrangements are all in place.

The parties entering into an Option Agreement are known as the Property Owners and the Option Holder. The title deeds to the property must be closely checked as all owners must enter into the agreement.

An amount from £1 is paid as consideration for the option agreement. This may be deducted from the purchase price, and is non-refundable if the option is not used. If the option sum is not included in the purchase price, it is added to the purchase price for calculating Stamp Duty.