Making the decision to sell the whole company or your shareholding in a company may, with the right price and circumstances, have been a really easy decision, and perhaps one you have been working towards for a long time. Alternatively, this may have been a difficult decision of you.
Now that you have made that decision you will need support and assistance to complete the legal part of the sale and we can provide you with guidance and advice on the process and making sure it is completed efficiently and with the best possible management of your legal risks.
The Company Sale/ Share Sale process
It is vital that you understand the process and are well advised throughout on issues that arise and on legal risks that are inherent in selling a company or shares. The usual process is as follows:
- Confidentiality Agreement: You need to have this agreement (also called a Non-Disclosure Agreement or NDA) in place as soon as possible to protect your company’s information that the buyer will want to see before proceeding to buy the company; the Seller’s solicitor will usually prepare this agreement;
- Heads of Agreement: This is an outline agreement between you and the buyer to confirm the key terms are agreed before either of you spend more money on legal or accounting work; the buyer’s solicitor will usually prepare this agreement;
- Due Diligence and Disclosure: you need to disclose to the buyer a wide range of information about the company and its business, covering all the key legal and financial and commercial aspects of the company; the buyer needs to review this information and decide whether they still wish to proceed and or to seek additional reassurance on any problems that come to light during the process;
- Share Purchase Agreement: this is the full formal agreement between you and the buyer and includes details of the price and payment timing, and also records the Warranties; Warranties are important statements made by the seller about the shares and about the condition of the company and its business. The Share Purchase Agreement is usually drafted by the buyer’s solicitors and then negotiated until it is fully agreed. Usually additional (but very much smaller) documents will also need to be agreed between the buyer and seller, such as a Disclosure Letter or any Consultancy Agreement (if as a seller you stay on as a consultant);
- Completion Formalities: this will include the formal signing of the Share Purchase Agreement; any connected documents; the Stock Transfer Forms and the delivery by you of all the other documents and records of the company to the buyer.
How Huntley Legal can assist you with your Company or Share Sale:
We have considerable experience and expertise in carrying out Company and Share Sales for our clients and can assist and support you throughout the process:
- We can provide you with an appropriate Confidentiality Agreement to protect your negotiations and disclosures to potential buyers
- If time allows we can advise you on the advance preparation and checking of your due diligence disclosures with a view to minimising the issues that have to be addressed under the time and other pressures of the actual deal negotiations;
- We will advise and negotiate the Heads of Agreement and Share Purchase Agreements and any additional documents
- We will undertake the completion formalities and any regulatory formalities required to complete the sale.
Choose Huntley Legal
If you want advisors who will provide you with clear, advice about the legal process of selling your company, then Huntley Legal are the right law firm for you. We also use online facilities to increase the efficiency of the due diligence process which results in a considerable cost and time saving for our seller client (and even for the buyer).
FREE initial enquiry
To discuss your legal needs, please call Marie Huntley on 020 3609 8764.
Simply outline the situation you're facing, and we'll tell you how we can help and what it will cost.
There's NO CHARGE for the initial conversation. That's right. It's completely free. Zilch. Nada.
By the way, our fees are often fixed or capped to help you budget, and we send invoices monthly so you can spread the cost.