Business Sale Solicitors in Birmingham & London

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With offices in Birmingham, London and Northampton, we have worked with business owners across the UK to sell their company. From drafting a legally binding sales agreement to performing due diligence and offering legal advice on business sale taxes, business structure and handling warranties and indemnities, our team of experienced business sale lawyers make certain that everything goes smoothly. 

If you are planning to sell a business, you can book a no-obligation consultation with a business sale solicitor by emailing us at info@witansolicitors.co.uk.

How we can help

When you contact us for advice on selling a business, our team will begin by verifying that your business is prepared for sale and then we will take all the necessary steps to ensure that the transaction is successful. As part of the sale process, our expert solicitors will:

• Identify a structure of the deal that aligns with your goals 
• Offer advice on the business structure and equity considerations
• Review all commercial and employee contracts 
• Negotiate and produce a business sales agreement
• Negotiate warranties and indemnities on your behalf 
• Draft NDA (non-disclosure agreements) when needed 
• Perform due diligence to ensure everything is in order
• Check whether you are eligible for Business Assets Disposal Relief  

How to Sell a Business in the UK

Selling a business is a complex process that requires time and preparation. Our legal team will offer specific advice based on your goals and circumstances but if you are looking for general guidance on the process of selling a business in the UK, you should consider the points below:

• Get legal advice early on: You should get legal advice at least 6-12 months before the sale as this will allow us to advise you on the right time to get a business valuation
• Perform due diligence: To ensure that you get the best possible price, we will review and update your accounts and documents so that buyers can see that your business is in good health. We will also help you address any areas that may affect the sale of your business
• Create an exit strategy: Decide whether you are selling the whole business, an element of the business or a minority share of the business
• Plan for the future: Prepare an appealing business growth plan to assure potential buyers that your business is a promising investment. A key aspect to consider is potential expansion opportunities for the new owner based on your industry knowledge and evidence
• Get your documents in order: A potential buyer will want to establish that your business accounts and finances are in order. Here your legal advisor takes the necessary legal steps to protect your privacy
• Keep it confidential: If a potential buyer backs out, this could cause distress within the business and harm your relationship with clients and suppliers, so it’s important to put confidentiality measures in place to ensure discretion
• Contact all shareholders: To ensure that shareholders do not hold up the sale, we will help you ensure that all shareholders can be reached. Plus, we will help you get drag-along provisions and powers of attorney signed in advance of the sale to provide buyers with assurance
• Draft the business sale contract: We will draft and review the terms for selling your business to ensure that your agreement is fair and reduce any future risks
• Negotiate warranties and indemnities: We will negotiate these for you to ensure that buyers can only claim for direct loss that flows naturally from a breach of contract
• Establish an effective management structure: To ensure the transition of the company to new ownership will be seamless, it is important to consider appointing a director or manager in the interim
• Review costs: It is important to remove any cost inefficiencies that may affect the profitability of the business post-sale and put buyers off

Tax On Business Sale

We specialise in dealing with capital gain tax and will help you ensure that you are eligible for Business Assets Disposal Relief, which provides 10% capital gains tax as opposed to the usual 20% rate on a share sale. It is worth noting that not every shareholder will qualify for entrepreneurs’ relief. However, we can guide you through the HMRC clearance process.

On top of this, we will help you save money on the negotiation of tax covenants and warranties under the share purchase agreement. This means that you do not have to seek the services of separate tax specialists.

Seeking Expert Legal Advice

To ensure the successful sale of your business, it is crucial that you seek advice from expert business sale solicitors early on in the process. We will help you negotiate a beneficial sales agreement and advise on an appropriate price. Not to mention, we can gather financial information, discreetly solicit potential buyers and produce confidentiality agreements for interested parties on your behalf.

Why Choose Witan Solicitors?

At Witan Solicitors, we understand that selling a company is an important transaction that has a serious impact on your future, so you would naturally look for legal advice from experts you can trust. This is why we put you at the centre of our strategy and we take the time to communicate with you throughout the entire process. Our specialist solicitors for business sales are trained to offer comprehensive, jargon-free legal advice and we use a commercially focused approach to ensure that all the important business considerations have been taken into account. By choosing Witan, you can benefit from:

FAQ

Do I need a solicitor to sell a business?

Even though you are not legally required to instruct a business sale solicitor, it is highly recommended to do so as drawing up the necessary business sale documents requires complex specialist knowledge to ensure that your interests are protected.

How much does it cost to sell a business?

The solicitor fees you will have to pay will depend on the specifics of your case. When you get in touch with our business sales lawyers, they will assess the details of your situation, come up with an effective strategy and provide you with a clear cost estimate so you know exactly what to expect.

Can you help me sell a franchise business?

Yes. Selling a franchise business has its own complexities that require niche knowledge (for example, you may need to consult the franchisor to sell your franchise business). At Witan Solicitors, we have specialist franchise solicitors on our team who will be able to support you with this.

How can you help me prepare my business for sale?

If you are looking to sell your company, contacting us as early as possible in the sales process allows our team to help you prepare your business for sale. We will audit your accounts and documentation to ensure that everything is up to date and resolve any issues to do with employees, clients or customers, as well as address any debt-related matters.

How is a business valued?

A business valuation is based on the multiple of your sustainable profits or on a price-to-earnings ratio (P/E). This may be adjusted to take into account factors, such as excessive director salaries and finance charges. Generally, this multiple will be between two to ten times your sustainable profits or price-to-earnings. Our business sale lawyers can assist you in getting a fair valuation for your company. 

What is Business Assets Disposal Relief (BADR)?

Business Assets Disposal Relief (BADR) previously known as Entrepreneurs’ Relief is a capital gains tax relief for business owners (shared or sole ownership). If you qualify for BADR, you will pay only 10% gains tax instead of 20% as you normally would. We can help advise you on your eligibility and how to secure the relief.

How can I prepare my business for sale?

Before you sell your business, you need to:

• Ensure that your accounts and documents are clear and up-to-date
• Resolve any legal claims or HR issues
• Recover any outstanding debt
• Prepare an effective business strategy
• Ensure your IT infrastructure is up to standard

How can I sell my small business?

When selling a small business, you will need to do your due diligence and audit key areas, such as accounts, facilities, products, employees and marketing. Based on the audit, you will need to make the necessary improvements. For example, if you have a lease, you want to make sure that it has a sufficient term left on it.

Equally, it is wise to improve the physical appearance of your premises and make a data-led plan for future growth.

What will happen to my employees?

Generally, employees’ roles will transfer over to the new company. Our expert employment lawyers will make sure that their employment is maintained and the terms and conditions of their contract are transferred.