1. A business sale is a process
The signature of the purchase agreement is only one point in a sequence that begins with objectives and preparation and ends after closing obligations are implemented.
2. Share sale or asset sale
A share sale transfers the company with its history, rights and liabilities. An asset sale permits a defined perimeter but requires individual transfer formalities, contract treatment and often more operational separation.
3. Seller preparation
Before approaching buyers, organise corporate, commercial, employment, property, regulatory and intellectual-property documents. Identify issues that can be remedied and those that must be disclosed or priced.
4. Heads of terms
The preliminary document should clarify transaction perimeter, price concept, exclusivity, confidentiality, process and conditions. A vague headline price may conceal materially different payment and risk arrangements.
5. Due diligence
The buyer tests the legal, financial and operational assumptions. The seller should control consistent disclosure and avoid incomplete or contradictory answers that later become warranty claims.
6. Price mechanics
Completion accounts, locked-box structures, deferred consideration and earn-outs allocate different types of risk. Definitions, accounting policies, information rights and dispute mechanisms must be drafted with precision.
7. Warranties, indemnities and security
The agreement should state what the seller promises, which known risks receive specific indemnities, how claims are made, applicable thresholds and caps, and whether escrow or guarantees secure recovery.
8. Management and transition
Continuity may depend on the outgoing owner, key managers, employees, customers and suppliers. Post-closing roles, handover, retention and restrictions on competition require a coherent plan.
9. One coordinated project
Tax, finance, employment, technical and regulatory workstreams must follow the same transaction assumptions, document versions and timetable. Legal project management reduces gaps between otherwise correct specialist outputs.
This material is general information and does not constitute legal, tax or financial advice. Applicable law and practice must be checked against the facts of the particular case.