Business Sales & Transfers
Selling or purchasing a business is one of the most significant commercial transactions you'll undertake. Whether you're exiting after years of growth or acquiring a strategic asset, our fixed-fee legal expertise ensures a smooth transaction and protects your interests at every stage.
✓ Fixed-Fee Certainty
We offer transparent, fixed-fee solutions for business sales and transfers. Know exactly what you'll pay upfront, with no hidden costs or surprise bills.
Selling Your Business
Exiting your business requires meticulous planning and expert negotiation. From initial negotiations to final completion, we guide you through every step, protecting your interests and maximizing value.
We handle the legal complexities so you can focus on transition planning. Our structured approach ensures nothing is overlooked and all post-sale obligations are clearly defined.
Buying a Business
Acquisitions require rigorous due diligence to identify risks before commitment. Our comprehensive approach protects your investment and ensures smooth integration.
We investigate financial health, legal compliance, customer contracts, and regulatory standing. Your legal foundation is secure before completion.
Our Services for Business Sellers
We provide comprehensive legal support throughout the entire sale process, protecting your position and ensuring the best outcome.
Pre-sale business valuation and due diligence review
Confidentiality and non-disclosure agreements (NDAs)
Preparing and negotiating sale and purchase agreements
Identifying and resolving title and ownership issues
Tax-efficient transaction structuring
Employment and staff transfer considerations
Intellectual property and asset transfer documentation
Customer and supplier contract reviews
Completion procedures and post-completion obligations
Disclosure letters and warranties
Earnout and deferred payment arrangements
Our Services for Business Buyers
Protect your investment with thorough legal due diligence and expert acquisition advice from start to finish.
Target identification and initial negotiation support
Due diligence investigation and risk assessment
Purchase agreement drafting and negotiation
Condition precedent management
Financing and regulatory approval coordination
Environmental and compliance checks
Working capital and indemnity arrangements
Closing and completion management
Post-acquisition integration support
Key Considerations in Business Sales & Transfers
Deal Structure
Whether structured as a share sale, asset sale, or merger, each approach has different tax and legal implications. We advise on the optimal structure for your specific circumstances, balancing your priorities against buyer expectations.
Due Diligence
Comprehensive due diligence identifies potential risks and liabilities before they become your problem. For sellers, we prepare your business to withstand scrutiny. For buyers, we investigate thoroughly to protect your investment and negotiate protections accordingly.
Warranties and Indemnities
These protections outline representations about the business and define liability for breaches. We negotiate balanced terms that protect your position without exposing you to unreasonable long-term risk. Warranty and indemnity insurance can provide additional protection.
Employment and TUPE
The Transfer of Undertakings (Protection of Employment) Regulations require careful handling of employee contracts and liabilities. We ensure compliance and advise on retention agreements, redundancy considerations, and post-completion HR integration.
Intellectual Property & Assets
All business assets must be properly transferred with clear title. We identify what's included (trademarks, patents, copyrights, customer lists, goodwill) and document the transfer to avoid future disputes.
Customer and Supplier Contracts
Many commercial contracts contain change-of-control clauses requiring buyer consent. We identify which contracts need consent, manage notifications, and negotiate continuity where necessary.
Debt and Liabilities
Clear allocation of debt and liabilities is essential. We ensure the purchase agreement clearly defines who bears responsibility for existing obligations and negotiate appropriate indemnities.
Environmental & Regulatory Compliance
Depending on your sector, compliance with environmental regulations, health and safety standards, licensing requirements, and industry-specific rules must be verified. We coordinate investigations to identify and address issues.
Earnout and Deferred Consideration
When payment is deferred based on performance targets, clear documentation is critical. We draft detailed earnout provisions defining measurement metrics, adjustment mechanisms, and dispute resolution to protect your interests post-sale.
Our Transaction Process
1. Initial Consultation
We understand your objectives, timeline, and concerns. For sellers, we advise on preparation and valuation. For buyers, we develop an acquisition strategy.
2. Documentation & Due Diligence
Sellers provide comprehensive information; buyers conduct thorough investigation. We identify issues early and manage information flow to maintain confidentiality.
3. Agreement Negotiation
We draft or review the Sale and Purchase Agreement, negotiating terms that reflect market standards and protect your interests. All key provisions are clearly documented.
4. Tax & Structuring Advice
Working with your accountant, we ensure the transaction structure is tax-efficient and compliant. We coordinate timing and structuring to optimize outcomes.
5. Pre-Completion
We manage conditions precedent, regulatory approvals, and pre-completion undertakings. Nothing progresses to completion until all conditions are satisfied.
6. Completion
We coordinate final funding, execute all documents, and manage post-completion adjustments. Your transaction closes cleanly with clear closure.
Frequently Asked Questions
How long does a business sale typically take?
Timeline varies based on complexity, but typically ranges from 8-16 weeks from initial instruction to completion. More complex transactions with multiple stakeholders may take longer. We manage this process efficiently to avoid unnecessary delays.
What is the difference between asset and share sale?
A share sale transfers ownership of the company itself, including all liabilities. An asset sale transfers specific business assets while leaving the original company intact. Each has different tax and legal implications, and we advise on the optimal structure for your situation.
What is earnout?
Earnout is deferred payment based on the business meeting agreed performance targets post-sale. This aligns seller and buyer interests but requires careful structuring. We draft clear terms to protect your position and ensure payment certainty.
What warranties and indemnities do I need?
Warranties are contractual statements about the business. Indemnities protect against breaches. Buyer expectations depend on business size and sector. We negotiate balanced terms that reflect realistic risk allocation and limit your post-sale exposure.
Can I remain involved after sale?
Many business sales include management retention or consultancy arrangements. We structure these agreements to protect both parties and can handle earn-outs tied to your continued involvement if desired.
What are the tax implications?
Business sales carry significant tax implications (corporation tax, capital gains tax, entrepreneur's relief). While we don't provide tax advice, we work closely with your accountant to ensure the transaction structure is tax-efficient.
Why Choose Burns & Co. Legal
Fixed-Fee Certainty
You know exactly what you'll pay upfront. No surprise bills or hidden costs. Transparent pricing for peace of mind.
Experienced Advisers
Our team brings extensive experience in corporate transactions, commercial law, and business structuring across multiple sectors.
Practical Approach
We provide clear, commercial advice focused on achieving your objectives efficiently. No unnecessary formality or complexity.
Multi-Disciplinary Support
Beyond legal documentation, we coordinate with tax advisers, accountants, and other specialists to ensure holistic transaction management.
Negotiation Excellence
We protect your interests through balanced, strategic negotiation. We achieve fair terms without unnecessary conflict.
Personal Attention
Your transaction receives direct attention from experienced lawyers, not junior assistants. You have access to the people making key decisions.
Ready to Sell or Acquire?
Let's discuss your transaction and how we can support you with expert legal advice and fixed-fee certainty.
Get a Fixed-Fee QuoteBurns & Co. Legal is a trading style of Burns and Company Professional Limited. Burns and Company Professional Limited provides reserved legal services through firms which are authorised and regulated by the Solicitors Regulation Authority, and Authorised by the FCA for Insurance Distribution purposes on a portfolio basis.