Selling a Business

Corporate

Business Sale Solicitors for Owner-Managed Companies and Professional Practices

Selling the business you built is usually a once in a lifetime transaction, and the terms settled in the first few weeks decide what you actually walk away with. Gurve Legal is a London commercial law firm acting for owner-managers, SME shareholders and professional practice owners who are ready to exit.

Our business sale solicitors act for sellers and for buyers acquiring a business. That means we already know how the other side will attack your warranties, price your risk and structure the money they want to pay you later. We use it to protect your price rather than simply paper the deal the buyer’s lawyers have drafted.

We also run the parts of a sale that are often farmed out elsewhere. The lease on your premises, the staff transferring with the business and the contracts needing third party consent are all handled by one team, so your sale does not stall while another firm picks up the file.

Whether you are selling to a competitor, to the managers who already run the business or to an employee ownership trust, we will set out what each route costs you in price, time and continuing liability, then run it properly.

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“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 Business Sale Legal Services

Choosing the Right Exit Route

Not every exit is a trade sale. Selling to a competitor, to your own management team or to an employee ownership trust produces very different documents, timescales and tax outcomes. We work through the options with you before anyone starts drafting, because the route you pick changes everything that follows.

Trade sales to a competitor, supplier or sector consolidator
Management buy-outs and buy-ins, including funder-backed deals
Sales to an employee ownership trust, including setting up the trustee company
Staged exits where you keep a minority holding and a seat on the board
Family succession and transfers between existing shareholders

Each route carries a trade-off worth understanding before you commit. A trade buyer usually pays the highest headline price but will want the tightest warranties and the longest earn-out. A management buy-out tends to complete faster and more discreetly, though the price depends on what a funder will lend your team.

An employee ownership trust removes the search for a buyer altogether and has its own tax treatment, but the consideration is normally paid out of future profits over several years. We will tell you which of these is realistic for a business of your size and sector before you spend money going to market.

Share Sale or Asset Sale

A share sale moves the whole company across, liabilities included. An asset sale moves only what the buyer picks out and leaves the rest with you. Selling a limited company by share sale is usually cleaner for the seller, buyers often push for assets, and the gap between those two positions is one of the first things to settle.

Advice on which structure protects your position, and what you give up either way
Carving out property, directors’ loans or dormant trade ahead of a share sale
Handling contracts, licences and consents that do not transfer automatically
Working alongside your accountant on the tax consequences of each route

Our guide to share sales and asset sales compared sets out how the two structures differ in practice.

Heads of Terms, Confidentiality and Exclusivity

Heads of terms are commercially binding even where they are not legally binding. Once price, structure and the shape of the warranties are written down, moving them later costs you leverage you will not get back. We get involved before you sign anything.

Drafting and negotiating heads of terms that lock in your price basis
Non-disclosure agreements before a buyer sees your numbers or your customer list
Exclusivity periods long enough to be useful but not open ended
Making clear on the face of the document which provisions bind and which do not

Vendor Due Diligence and Sale Preparation

Buyers chip the price for problems they find and you cannot explain. Running your own diligence first turns those surprises into managed disclosures and keeps the timetable intact. It is the single most effective thing a seller can do before going to market.

Reviewing statutory books, share history, option grants and PSC entries
Finding unsigned contracts, missing consents and lapsed registrations
Checking leases, licences and regulatory registrations are current and assignable
Building and running the data room
Fixing what can be fixed before the buyer ever sees it

We explain the process in full in our note on vendor due diligence and preparing your business for sale.

The Sale Agreement, Disclosure and Warranties

The share purchase agreement, or asset purchase agreement, is where your liability after completion is decided. Warranties are promises about the state of the business, and anything you fail to disclose properly against them can return as a claim years after you have spent the money.

Negotiating the purchase agreement and the schedules sitting behind it
Preparing a disclosure letter that genuinely limits your exposure
Capping liability by amount and by time, with sensible de minimis thresholds
Resisting indemnities drafted to sit outside those caps
Restrictive covenants that are enforceable without stopping you working again

Earn-Outs and Deferred Consideration

Part of your price is often paid after completion and tied to performance you no longer fully control. The drafting, not the headline number, decides whether that money ever reaches you.

Defining the earn-out measure so it cannot be engineered downwards
Protections over how the business is run during the earn-out period
Security for deferred payments, including guarantees, retentions and escrow
Completion accounts or locked box mechanisms, and the adjustments that follow
Dispute resolution for the point where the parties disagree on the figures

Employees, TUPE and Your Premises

On an asset sale your staff transfer automatically under TUPE, with duties to inform and consult that begin well before completion. On a share sale the employer does not change, but the buyer will still expect the employment paperwork to stand up to scrutiny. Premises are rarely straightforward either.

TUPE information and consultation, and the liabilities that pass with the team
Reviewing contracts, bonus schemes and directors’ service agreements with our employment solicitors
Assigning your lease or obtaining a licence to assign from the landlord
Dilapidations, rent deposits and personal guarantees given on the lease
Transferring regulatory registrations and operating licences to the buyer

Premises are a common cause of delay because the landlord controls the timetable and has no interest in your completion date. Where consent to assign is needed, we start that conversation at the same time as due diligence rather than waiting for the sale agreement to be agreed.

Completion and Post-Completion

Completion is a sequence of signings, filings and payments that has to happen in the right order on the same day. What comes afterwards matters just as much, because your obligations to the buyer do not end when the funds land.

Board and shareholder resolutions, stock transfer forms and stamp duty
Companies House filings, including director, PSC and share capital changes
Releasing personal guarantees, debentures and lender charges given over the business
Handover, transitional services and any consultancy period you have agreed
Managing warranty claims and earn-out milestones in the years after completion

We give you a completion checklist well in advance showing every signature, consent and payment and who is responsible for each one. Sellers are frequently surprised by how much sits with them personally, particularly the release of guarantees given to banks, landlords and trade suppliers over many years of trading.

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Why Choose Gurve Legal

We Act on Both Sides of the Deal

We advise buyers as often as we advise sellers, so nothing in a buyer’s first draft is unfamiliar. A business sale lawyer who has spent the morning arguing for tighter warranties on the other side knows precisely which of your limitations will hold and which will be conceded.

That is worth real money at the negotiation stage, because you stop defending points that were never going to matter and spend your leverage where it changes the outcome.

Built Around Owner-Managed Businesses and SMEs

Our work is with company owners and shareholders, not corporate acquisition departments with in-house legal teams. We explain what each clause actually does to you personally, including the guarantees you gave years ago and may have forgotten.

You deal with the solicitor running your transaction, so decisions get made in hours rather than passed down a chain.

Property and Employment Work Stays In-House

Most SME sales involve a lease, a workforce and a set of commercial contracts, and a corporate team on its own cannot complete any of those limbs. We handle the property assignment, the TUPE consultation and the contract consents alongside the sale agreement.

One team holds the whole timetable, which removes the handover delays that push completion dates back by weeks.

Experience in Regulated Professional Practices

Selling a dental practice, a care home, a pharmacy or a GP practice brings in a regulator, a set of registrations and often an NHS contract that has to be dealt with before anyone can complete. We have run those sales and know where they typically slow down.

Getting the regulatory steps started early is usually the difference between a sale that completes on time and one that drifts into the following quarter.

Gunea Luthra

Senior Solicitor
Specialist in Business Selling

Frequently Asked Questions

Do I need a solicitor to sell my business?

There is no legal requirement, but a sale transfers liabilities and creates obligations that last for years after completion. The warranties and the disclosure letter decide what you can be sued for later, and those are not documents to sign unadvised. Most buyers will instruct lawyers regardless, so an unrepresented seller negotiates at a significant disadvantage.

Is a share sale or an asset sale better for sellers?

Sellers usually prefer a share sale because the whole company moves across, liabilities included, and you make a clean break. Buyers often prefer an asset sale because they choose what to take on. The right answer depends on your tax position and what the buyer will accept, so it is worth settling at heads of terms stage.

How long does it take to sell a business?

From signed heads of terms to completion, a straightforward SME sale commonly runs three to six months. Due diligence is what usually stretches it, particularly where consents, landlord approvals or regulatory registrations are needed. Preparing before you go to market is the most reliable way to shorten it.

What are warranties and why do they matter to me?

Warranties are statements you make about the business in the sale agreement, covering everything from accounts to contracts to employees. If one turns out to be untrue, the buyer can claim against you. Disclosing the true position properly, and capping your liability by amount and by time, is how sellers control that risk.

Can I sell my business to my management team?

Yes, and a management buy-out is often a good route where your team already runs the business day to day. The structure is different from a trade sale because funding usually comes from a lender or an investor, and your managers sit on both sides of the table until the deal is signed. We advise on how to handle those conflicts cleanly.

Speak to Our Business Sale Solicitors

A sale goes best when the legal work starts before the heads of terms, not after. Gurve Legal’s solicitors for selling a business will tell you plainly what your deal looks like from the buyer’s side, what you should fix now, and what it is realistic to hold out for.

Call our London office or send us the outline of your deal and we will come back to you with a clear view of the route and the timetable.