Buying a Business
Corporate
Business Purchase Solicitors for SME Buyers and Management Teams
Buying a business is one of the biggest commitments an owner will ever make, and the legal work decides how much of that risk you actually take on. Our buying a business solicitors in London act for entrepreneurs, SME owners and management teams acquiring trading companies and professional practices across the UK.
We handle the whole transaction, from the first offer through to the day you take the keys. That means structuring the deal, running legal due diligence, negotiating the purchase agreement, and dealing with the staff, the premises and any regulator who has to approve the change of ownership.
You get commercial advice in plain English, a clear view of what you are buying, and protection written into the contract where the risk cannot be removed. We will tell you where to push and where a point is not worth the fee it would cost to argue.
“After working with Gurve Legal, I was impressed by their dedication and professionalism. The team was friendly, knowledgeable, and provided the guidance I needed throughout the process.”
– Google Review
Our Buying a Business Legal Services
Share Purchase or Asset Purchase: Getting the Structure Right
The first decision shapes everything that follows. Buying shares means buying the company whole, including its history, its contracts and its liabilities. Buying assets lets you pick what you want and leave the rest behind, but it brings its own consents and transfer formalities.
- Comparing the risk, tax and timetable of each route with your accountant
- Checking whether key contracts, licences and leases can transfer at all
- Identifying liabilities that would follow a share purchase
- Structuring hive-outs where only part of a business is being sold
- Advising on buying a trading company alongside the property it occupies
Our guide to share sale versus asset sale sets out the trade-offs in more detail.
Heads of Terms and Exclusivity
Heads of terms are usually not binding on price, but they set the tone of the whole deal and are hard to row back from. We draft and negotiate them so the commercial points you have agreed survive into the contract.
- Recording price, structure, timetable and conditions clearly
- Exclusivity or lock-out periods that stop the seller shopping your offer
- Confidentiality and non-disclosure agreements before information is shared
- Making clear which provisions are legally binding and which are not
- Agreeing who pays costs if the deal does not complete
Legal Due Diligence on the Target Business
Due diligence is where a good acquisition is made or a bad one is avoided. We run a proportionate enquiry process, report the findings in a way you can act on, and translate every problem into a price reduction, a warranty, an indemnity or a condition of completion.
- Corporate records, share history and ownership of the company
- Customer and supplier contracts, including change of control clauses
- Employment contracts, pensions and any live disputes
- Property, leases, licences, intellectual property and data protection
- Litigation, regulatory history and insurance claims
Read more in our guide to legal due diligence when buying a business.
The Purchase Agreement, Warranties and Disclosure
The share purchase agreement or asset purchase agreement is the document that holds your protection. We negotiate a warranty schedule that matches the risks due diligence actually found, and we review the seller’s disclosure letter line by line, because anything properly disclosed is a claim you can no longer bring.
- Drafting and negotiating share purchase and asset purchase agreements
- Warranties on accounts, contracts, employees, tax, property and compliance
- Specific indemnities for known problems such as tax or a live dispute
- Challenging general disclosure and reviewing the disclosure bundle
- Restrictive covenants stopping the seller competing or poaching staff
Price Mechanisms and Deferred Consideration
How the price is calculated matters as much as the headline figure. We advise on which mechanism suits the deal and make sure the drafting does what you think it does.
- Completion accounts, with a clear process for preparing and disputing them
- Locked box deals, with leakage protection from the accounts date
- Earn-outs tied to measurable targets, with protection against interference
- Deferred consideration, retentions and escrow arrangements
- Security for deferred payments and set-off against warranty claims
Funding, Security and Co-Investor Arrangements
Most SME acquisitions are funded by a mix of cash, bank or asset-based lending and seller finance. We work alongside your lender and accountant so the finance documents and the purchase agreement complete on the same day.
- Reviewing facility agreements, debentures and personal guarantees
- Satisfying lender conditions precedent before completion
- Advising on security given over the target and its assets
- Shareholders’ agreements and new articles where you are buying with others
- Investment documents where a backer is funding part of the purchase
Employees, TUPE and the People You Are Buying
On an asset purchase, TUPE usually transfers the staff to you automatically with their existing terms and their accrued rights. Getting the information and consultation duties wrong is an avoidable cost, and we deal with it before completion rather than after.
- Confirming whether TUPE applies and who transfers
- Employee liability information and the consultation process
- Inherited liabilities, including unpaid wages and tribunal claims
- Service agreements and incentives for the managers you want to keep
- Handover and consultancy arrangements with the outgoing owner
Premises, Lease Assignment and Property
A business is rarely worth much without somewhere to trade from. Our commercial property team works on the same transaction, so the premises do not become the thing that delays completion.
- Assignment of the existing lease and obtaining landlord’s consent
- New leases, licences to assign and authorised guarantee agreements
- Security of tenure, break clauses and dilapidations liability
- Freehold purchases bought alongside the business
- Rent deposits, guarantees and references required by the landlord
Regulatory Consents for Regulated Practices
If you are buying a care home, pharmacy, dental practice, veterinary surgery or GP practice, the regulator controls your completion date, not the lawyers. We build the consent process into the timetable from the start and advise on how to trade lawfully until it comes through.
- CQC registration and nominated individual applications for care home acquisitions
- GPhC registration and NHS pharmaceutical list changes
- NHS contract novation, partnership route transfers and GDC requirements
- RCVS practice standards and professional registration issues
- Interim arrangements where completion runs ahead of approval
Completion and Post-Completion
We run completion so nothing is left hanging, then deal with the filings and housekeeping that make your ownership effective and your records clean.
- Board and shareholder resolutions, stock transfer forms and stamp duty
- Companies House filings, PSC register and statutory books
- Notices to customers, suppliers, landlords and insurers
- Bank mandate changes and release of the seller’s security
- Warranty claims and completion account disputes if they arise
We also act on the other side of the table, so if you are planning an exit later, see our page on selling a business, or our wider mergers and acquisitions work for larger or multi-party deals. Our step-by-step legal guide to buying a business walks through the full process.
Why Choose Gurve Legal
We Act for Buyers and Sellers, So We Know Both Sides
Running seller-side deals as well as buy-side ones means we know exactly which warranty points a seller will concede and which they will walk away from. You spend your negotiating capital where it changes the outcome, instead of arguing over drafting that no seller ever accepts.
Built for SME and Owner-Managed Deals
Our work is sized for owner-managed businesses and professional practices, not for corporate deal teams with an internal legal department. Due diligence is proportionate to the price you are paying, and you deal with the solicitor doing the work rather than passing through layers.
Property, Employment and Regulatory Under One Roof
The lease, the staff and the regulator are usually what hold a business purchase up. Having those teams in the same firm means issues get resolved between colleagues in a day rather than between firms over a fortnight.
Commercial Judgement, Not a List of Problems
A due diligence report full of red flags and no recommendations helps nobody. We tell you which findings should change the price, which should become an indemnity, and which are simply the normal risk of buying a trading business.
Gunea Luthra
Senior Solicitor
Specialist in Leasehold & Collective Enfranchisement
Frequently Asked Questions
Should I buy the shares or the assets?
Buyers usually prefer an asset purchase because unwanted liabilities stay with the seller, while sellers usually prefer a share sale for tax reasons. The right answer depends on the tax position, the contracts and licences involved, and whether they can be transferred at all. We work it through with your accountant before heads of terms are signed.
How long does buying a business take?
A straightforward SME acquisition commonly takes two to three months from heads of terms to completion. Due diligence findings, lender requirements, landlord consent and regulatory approval are what usually extend it. Regulated practices such as care homes and pharmacies should be planned around a longer timetable.
What does legal due diligence actually involve?
We send the seller a tailored enquiry list, review the responses and documents, and report on what we find. The point is not to produce a long document, but to tell you what changes the value of the business and what protection you need in the contract.
What happens to the staff when I buy a business?
On an asset purchase, TUPE normally transfers the employees to you on their existing terms, along with liabilities that arose before completion. On a share purchase the employer does not change, so contracts simply continue. Either way, you should know what you are inheriting before you commit.
Do I need approval to buy a care home or pharmacy?
Yes. Buying a regulated practice usually needs registration or approval from the relevant regulator, such as the CQC or the GPhC, and NHS contracts may need to be novated or transferred. These processes take time, so they should drive the completion timetable from the outset.
Speak to Our Business Purchase Solicitors
If you have found a business and want to know what you are really buying, we can help you structure the deal, test the risk and complete it properly. An early conversation often saves far more than it costs.
Call us, email us, or send us a few details and we will come back to you with practical next steps.