Corporate Legal Services

A warranty is a statement of fact, and breaking one pays the drop in the company's value. An indemnity is a promise to pay a set sum on a set event, pound for pound. This guide shows the damages arithmetic on both routes, what a warranty schedule covers, how sellers cap their exposure, when warranty and indemnity insurance earns its place on an SME deal, and how the tax covenant fits.

TUPE applies to an asset sale but not a share sale, and that single distinction decides most of what follows. A guide for buyers and sellers to what transfers, the 28 day employee liability information deadline, the duty to inform and consult, dismissals and changes to terms, what a tribunal can award, and how the risk is allocated in the sale agreement.

Selling a business in the UK is a private contractual transaction, and almost every protection you end up with comes from the agreement you sign rather than from the general law. A complete legal guide for owner-managed and SME sellers, from vendor due diligence through to the obligations that survive completion.

A disclosure letter qualifies the warranties a seller gives in a share or asset sale, and it is the seller's main protection against a post-completion warranty claim. We explain general and specific disclosure, what the courts have held about fair disclosure, why data room contents are not automatically disclosed, and how sellers should prepare.

Buying a business in the UK means either buying the shares in the company or buying its assets, and that single choice determines the liabilities you inherit, the consents you need and how the employees transfer. A step-by-step legal guide for SME buyers, from NDA to post-completion filings.

An earn-out makes part of the price payable only if the business hits agreed targets after completion. We explain how the metric is chosen, the conduct of business covenants and information rights a seller needs, what a buyer needs in return, how expert determination works, and when earn-out consideration can be taxed as income rather than capital.

For disposals on or after 26 November 2025, only 50% of the gain on a qualifying sale to an employee ownership trust is exempt from capital gains tax, and a claim switches off Business Asset Disposal Relief and Investors' Relief entirely. We set out how an employee ownership trust sale works, the nine qualifying conditions, where the purchase price comes from, who carries the clawback risk and when an employee ownership trust is the wrong exit.

A share sale transfers ownership of the company itself. An asset sale transfers only the assets and liabilities named in the contract. We compare the two structures from both the buyer's and the seller's side: what transfers, who carries the past, TUPE, consents and change of control, property and the high-level tax position.

Deferred consideration is a fixed part of the price payable after completion, and without security it is only a promise to pay. We set out what each form of security actually delivers, how buyers use set-off, what to do about interest and change of control, and where an unsecured seller ranks if the buyer fails.

Business Asset Disposal Relief charges capital gains tax at 18 per cent on qualifying disposals from 6 April 2026, up to a £1 million lifetime limit. Whether a seller qualifies is decided by legal facts: share classes, voting rights, the register of members and trading status. We set out the statutory conditions, how deal structure affects them, and the corporate housekeeping that most often breaks a claim.

A share purchase agreement does not transfer the shares. It decides who carries the company's past liabilities once the deal completes. We explain the SPA clause by clause, what each one does to your risk, what sellers and buyers negotiate hardest, and why a downloaded template is rarely enough.

An asset purchase agreement moves identified assets of a business rather than the company that owns them, so nothing transfers unless the schedule says it does. We set out what each category of asset needs, which items require consent or novation, how TUPE and the VAT going concern rules apply, and what has to happen on completion day.

CQC registration is personal to the registered provider and cannot be sold or assigned with the business. That is why the choice between a share purchase and an asset purchase sets the timetable for a care home acquisition, and why the registered manager, the fit and proper persons test, the inherited rating, commissioner consents and residents' contracts all have to be dealt with before completion rather than after it.

Completion accounts adjust the price after completion against the company's actual cash, debt and working capital. A locked box fixes the price on a historic balance sheet and makes the seller repay any leakage. We explain both mechanisms in plain English, who each favours, and the honest answer on when a locked box does and does not suit an owner-managed deal.

A seller of a UK business is under no general duty to tell a buyer what is wrong with it. Legal due diligence is how a buyer closes the gap: what it covers, how the process runs, a full area-by-area checklist, how findings feed into price, warranties and indemnities, and the red flags that justify walking away.

The most valuable asset in a pharmacy deal is the entry on the NHS pharmaceutical list, and whether it travels with the business depends on the structure. This checklist covers the regulation 26 change of ownership application and its statutory timescales, GPhC premises registration and the superintendent pharmacist requirement, controlled drugs records, patient data under UK GDPR, TUPE, the lease, and diligence on dispensing volumes and NHS funding.

Heads of terms for a business sale are not binding as a whole, but confidentiality, exclusivity and costs provisions usually are. We set out which clauses bind, how the split is made clear, what should be agreed before due diligence starts, and what vague heads of terms cost later in the deal.

An exclusivity or lock-out agreement stops a seller negotiating with anyone else for a defined period while the buyer spends money on due diligence. The negative promise is enforceable if it states a duration and is supported by consideration; a promise to negotiate in good faith is not. We set out what a workable clause contains, how break fees interact with the penalty rule, what remedies a breach actually produces, and the trap in putting exclusivity inside your heads of terms.

Vendor due diligence is the seller running the buyer's investigation on its own business before going to market. On an owner-managed sale that means legal housekeeping, not a paid report: a problem found by the buyer costs price, a problem found early costs only time. A full preparation checklist by workstream, with why a buyer cares about each item.

The legal phase of a UK business sale takes weeks; the deal takes months. We set out what actually drives the elapsed time at each stage, which deadlines are statutory and fixed, and why landlord consent, regulator approval and lender consent, not the solicitors, usually decide when you complete.