Key questions when selling a business

By Lancashire Business View

20 Nov 2018

jack-stephenson-harrison-drury.jpg
Whether you’re looking to retire or merely move onto a new venture, it’s important to achieve a clean break. Here are some of the basics you need to consider when selling a business.

By Jack Stephenson, solicitor, Harrison Drury

Asset sale or a share sale?

If your business is owned by a limited company, you can either sell the company’s assets or the shares in the company. By selling the shares the buyer would effectively acquire all the assets and liabilities of the company.

If your business is not run as a limited company, there would of course be no shares to sell. You may therefore sell the assets of the business, including the goodwill, fixtures and fittings, contracts and (if applicable) any intellectual property.

What provisions go in the sale documentation?

It’s important that the sale agreement limits the possibility of the buyer pursuing you in the event the purchase does not work out as planned. Important clauses might include: Warranties:  A warranty is a statement of fact by you as to the state of the business. It is important that the warranties are limited as much as possible and that they are relevant to the business.

Limitation of Liability Clauses:  These ensure your potential liability is limited in the event there’s a breach of the agreement.

For example, common clauses would ensure your overall liability is not more than the purchase price and that limits are imposed on the time period the buyer has to bring a claim.

What happens to the employees?

When selling the assets of a business, it may be the case that employees are afforded protection under the TUPE Regulations 2006. Under those regulations, the buyer will effectively take your place as employer of the employees.

Where the TUPE Regulations apply, there may be an obligation on you to inform and consult with the employees regarding the transfer.

What happens to the property?

You will need to determine what happens to any arrangements you have in place for the business’ premises. This may involve a sale of the property (provided you own it of course), or an assignment or a surrender of the existing lease.

If you are selling the shares of a company, any arrangements already in place with the property may well continue as the company itself (as owner of the property or tenant under the lease) stays the same. It is merely the shareholders that change. Whatever the position, it’s important that protections are included within the transfer documents ensuring that you are not liable for any breaches that might occur after you have sold the business.

Latest news

1

PM+M welcomes ten new apprentices for 2025 intake Lucy Field, Kate Walsh, Ellie Fisher, Zainab Aswat, Reece Jones, Aisha Bibi Patel, Finley Vila, Uzair Zariwala, Richard Prest, and Charlie Harrison

PM+M welcomes ten new apprentices for 2025 intake

11 Sep 2025

2

ROCCIA strengthens commercial division with senior appointment Andrew Grove

ROCCIA strengthens commercial division with senior appointment

11 Sep 2025

3

Final call for investors: Rossendale community solar project must hit target by November Gary McEwan managing director of Interfloor

Final call for investors: Rossendale community solar project must hit target by November

10 Sep 2025

4

Lancashire Combined County Authority unveil plan to Get Lancashire Working Lancashire Combined Authority

Lancashire Combined County Authority unveil plan to Get Lancashire Working

10 Sep 2025

5

Lockheed Martin Skunk Works and BAE Systems’ FalconWorks announce strategic collaboration Collaboration between BAE Systems FalconWorks and Lockheed Martin Skunk Works

Lockheed Martin Skunk Works and BAE Systems’ FalconWorks announce strategic collaboration

09 Sep 2025

Background image for hub sign up block

LBV Hub

Leverage Lancashire Business View platforms

Post your news
Post your events
Post your offers
Build your network
Improve your SEO
Gain coverage in the magazine
Sign-up
Events
Sub36 Networking - Follow the signs
Sub36 Deaf Village Social1200
Networking
17 Sep 2025

Sub36 Networking - Follow the signs

The Deaf Village, Blackburn, BB2 5EN

10:00 - 12:00

LBV124 September/October Launch Event
MBP Arc Cinema Preston Opening 205
Networking
18 Sep 2025

LBV124 September/October Launch Event

The Arc Cinema, Preston, PR1 2BL

08:30 - 10:30

CMI Level 5 Project Management Course
UCLanAerialCampus.jpg.jpg
LBV Hub Seminars
21 Feb 2025 - 21 Feb 2026

CMI Level 5 Project Management Course

Preston Campus, Preston, PR1 2HE

08:00 - 17:00

CMI Level 5 Management and Leadership Course
UCLanAerialCampus.jpg.jpg
LBV Hub Seminars
21 Feb 2025 - 21 Feb 2026

CMI Level 5 Management and Leadership Course

Preston Campus, Preston , PR1 2HE

09:00 - 17:00

Longridge Soap Box Derby
Screenshot 2025-06-10 090035.png.png
LBV Hub Fundraisers
14 Sep 2025 - 14 Sep 2025

Longridge Soap Box Derby

Berry Lane, Longridge, PR3 3WH

10:00 - 16:30

Preston Tech Connection - The Ultimate Tech Quiz!
Preston Tech Connection Sept 25.png.png
LBV Hub Networking
16 Sep 2025 - 16 Sep 2025

Preston Tech Connection - The Ultimate Tech Quiz!

Society1, Coworking Space, Preston, PR1 3LT

18:00 - 19:00

The Business Network Central & East Lancashire
LBV Hub Networking
17 Sep 2025 - 17 Sep 2025

The Business Network Central & East Lancashire

Stanley House, Blackburn, BB2 7NP

11:30 - 14:15

Cumbria Business Expo 2025
https---cdn.evbuc.com-images-880461633-4862066883-1-original.20241022-110415.jpeg.jpg
LBV Hub Exhibitions
19 Sep 2025 - 19 Sep 2025

Cumbria Business Expo 2025

Carlisle Racecourse, Carlisle, CA2 4TS

09:00 - 15:00

Your Business, Your Region: Making sense of devolution and Local Government Reorganisation
Chorley Council breakfast event new
LBV Hub Networking
23 Sep 2025 - 23 Sep 2025

Your Business, Your Region: Making sense of devolution and Local Government Reorganisation

Worden Hall, Leyland, PR25 3DH

08:00 - 11:00

Preston Freelancer Meet-Up: September
Sept Freelancer (1).png.png
LBV Hub Networking
23 Sep 2025 - 23 Sep 2025

Preston Freelancer Meet-Up: September

Society1, Coworking Space, Preston, PR1 3LT

10:00 - 11:30

Speed Networking with BNI
2.png.png
LBV Hub Networking
24 Sep 2025 - 24 Sep 2025

Speed Networking with BNI

Chorley Football Club, Chorley, PR7 3DU

16:00 - 19:00

The Marketing Meetup IRL: Lancashire - September
TMM Lancashire
LBV Hub Networking
25 Sep 2025 - 25 Sep 2025

The Marketing Meetup IRL: Lancashire - September

Chorley, PR7 2SL

18:00 - 20:00

Advertise with us

Reaching 50,000 members, our print, digital and event platforms offer a fantastic way to raise your business profile and help you grow.

Find out more LBV 123 Online Graphic
Subscribe now

Weekly news bulletin