Buying or Selling a Business
Buying or Selling a Business with PLS Solicitors
PLS Solicitors specialise in Corporate Law, especially buying or selling a business.
Whether you are buying or selling a business the structure of the transaction can be structured in one or two way. An asset sale or, if the business is operated through a company, a sale of shares. Your preference on the structure of the transaction will regularly be dependent on whether you are the prospective buyer or seller and PLS can advise you in this regard accordingly.
If the business is run by a sole trader or a partnership then there will be no shares to buy. The assets including contracts and goodwill of the business will be sold by the seller – an “asset sale”.
If the business is owned by a company there is a choice of buying the assets from the company, or buying the whole company itself by acquiring its shares from its shareholders
In an asset purchase, the buyer will only buy certain assets of the seller’s company. The seller will continue to own the assets that were not included in the purchase agreement with the buyer.
In a share purchase the buyer is purchasing the entire entity which will include all assets, liabilities and obligations, whether they are aware of them or not. Once the transaction is complete the buyer assumes responsibility for the whole company. For this reason there would usually be greater due diligence for a share purchase than an asset purchase. This method is generally favoured by the vendors as they are free from any further obligations related to the business. There are also tax advantages to a share sale as an asset sale can result in the seller being taxed twice, once on the gain made from the sale of the asset and again when the sale proceeds are distributed.
For the purchaser an asset purchase is often preferred as only the assets and liabilities that are identified in the agreement will be taken on by the buyer. Any other assets and liabilities will stay with the existing business and the buyer will not be responsible for previous actions of the business
PLS Solicitors specialise in advising on the complex area of commercial property, especially buying or selling a business. We offer a friendly, efficient and effective legal advice on any area of corporate law.
- We can offer appointments in person at our offices, home and hospital visits, take advice and instructions over the telephone or via internet video conferencing.
- We explain the process in plain english, no legal jargon.
- Between our directors we have over 100 years worth of conveyancing experience
- Our office hours are 9am to 7pm Monday – Friday and 9am to 4.30pm Saturday and Sunday
- We are fast. Because of our speed, we work as a nominated solicitor for many of the UK's largest developers.
- We have a team of 100+ staff based in the UK
- All work is carried out in-house by a member of our team.
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