Sell your business
We will help you sell your business at the right price and on terms that protect you after completion.
Selling your business outright is one of the most significant transactions you will ever undertake. Every decision made in the months leading up to settlement affects the final price, the terms you accept, and your exposure under the warranties you give to the buyer. Buyers conduct thorough due diligence designed to surface problems and justify price adjustments that work in their favour. We act for business sellers to structure the transaction correctly, prepare them for buyer scrutiny, negotiate terms that hold, and protect their position from first offer through to and beyond completion.
What is involved in selling 100% of your business?
Selling a business outright involves transferring either the assets of the business or the shares in the operating company to a buyer at an agreed price and on agreed terms. An asset sale transfers specific business assets such as goodwill, plant and equipment, contracts, intellectual property, and stock, while leaving the legal entity itself behind. A share sale transfers ownership of the company, including its history, liabilities, and ongoing obligations. The choice between these two structures has significant legal, tax, and commercial consequences for both seller and buyer, and the form of documentation required differs substantially between the two.
What is the difference between an asset sale and a share sale?
In an asset sale, you sell specific business assets to the buyer and the legal entity remains with you. In a share sale, you transfer ownership of the company itself, including its history and any liabilities that attach to it. Buyers often prefer asset sales because they leave behind the company’s historic liabilities. Sellers often prefer share sales for tax reasons, particularly where the small business capital gains tax concessions are available. The structure that works best depends on the specific transaction, and advice should be taken early.
How long does it take to sell a business?
The timeline varies considerably depending on the complexity of the business, the buyer’s due diligence requirements, and how quickly financing is arranged. A straightforward sale can complete in two to three months from heads of agreement to settlement. More complex transactions involving multiple entities, financing conditions, regulatory approvals, or key employee arrangements typically take four to six months or more. Starting with well-prepared information and documentation reduces delays significantly.
What warranties will I be asked to give?
A buyer will require the seller to make representations and warranties about the business in the sale agreement. Common warranties cover the accuracy of the financial statements, the status of material contracts, compliance with applicable laws, the absence of undisclosed liabilities, and the condition of key assets. You should expect the buyer to push for broad warranty coverage and to negotiate a warranty period of one to two years after settlement. We advise sellers on which warranties to resist, which to qualify carefully, and how to limit ongoing exposure after completion.
What is a retention or escrow arrangement?
A retention or escrow is a mechanism under which a portion of the sale price is held back at settlement and released to the seller after an agreed period, subject to any warranty claims made by the buyer. Buyers often insist on retentions as security for warranty claims that might arise after completion. We advise sellers on negotiating the size and duration of any retention, the conditions for release, and what protections apply if the buyer makes a claim against the retention amount.
Structured to minimise your post-sale exposure.
Due diligence preparation that prevents price chipping.
Documentation that closes the deal cleanly.
The terms you agree to today will govern your exposure for years after the sale completes.
Business sales are complex transactions where the details matter as much as the headline price. Getting the structure right from the outset saves significant time, money, and negotiation later.
A good price means nothing if the warranty claims come after settlement.
You have worked for years to build your business and you are ready to sell. The buyer looks credible, the price feels right, and you want to get the deal done. But the warranties, indemnities, and retention arrangements in the sale contract will determine your real financial outcome. Getting those terms wrong can cost you a significant portion of the headline price.
- We will advise on the appropriate sale structure for your specific transaction.
- We will prepare and negotiate all sale documentation, including the business sale agreement.
- We will advise on warranties, indemnities, and retention arrangements to limit your post-sale exposure.
- We will manage the due diligence process and coordinate settlement.
You have built a valuable business and you are ready to exit.
You have been approached by a credible buyer, or you are actively looking for one. The business is performing well and the timing feels right. You know the sale process involves lawyers, documents, and due diligence, but you are not certain what traps to watch for, what warranties you are about to agree to, or whether the structure being proposed by the buyer’s advisers works in your favour. You want to complete the transaction and move on, without spending the next two years fielding warranty claims.
What's included in your business sale service
- Sale structure advice (asset sale vs. share sale).
- Heads of agreement review and negotiation.
- Business sale agreement preparation and negotiation.
- Due diligence management and response coordination.
- Warranty and indemnity advice and negotiation.
- Settlement coordination.
What happens when business sellers sign without proper advice?
Business sellers who rely on the buyer’s advisers, or who proceed with inadequate legal advice, consistently find themselves in a worse position than they anticipated. The sale contract is drafted in the buyer’s favour, the warranty schedule is broader than any reasonable seller should accept, and the retention arrangement gives the buyer leverage to pursue claims after settlement that the seller never anticipated having to defend. Once the contract is signed and settlement has occurred, the options available to contest an unfair term or an overreaching warranty claim are limited and expensive. Sellers who discover these problems after the fact spend years in dispute over a transaction they thought was finished, at a cost that erodes the very proceeds they worked to achieve.
Here is how we structure your sale so you can move on with certainty.
We start by understanding what you are selling, what the buyer is proposing, and what your priorities are for the transaction. We then advise on the structure that best suits your tax position and commercial objectives. We draft or review every clause of the sale agreement with your post-completion exposure in mind: qualifying or narrowing warranties where appropriate, negotiating time limits on claims, and ensuring the retention arrangements are proportionate and fairly structured. By the time you sign, you know exactly what you have agreed to and what your exposure is. Clients who engage us at the start of a sale negotiation consistently secure better terms than those who seek advice only after the draft contract has arrived.
Three steps to a clean business sale.
From initial offer to settlement, we protect your position.
1
Structure and strategy.
We advise on the right sale structure for your tax and commercial position, and review any heads of agreement before you commit to terms that flow through to the formal contract.
2
Negotiate and document.
We prepare or review the sale agreement, negotiate every key term, and manage the due diligence process so that price adjustments and warranty exposure are kept to a minimum.
3
Settle and exit.
With the contract signed and conditions satisfied, we coordinate settlement and ensure you receive what you agreed, on the terms you agreed, with your post-sale obligations clearly defined.
Business sale lawyers who have acted for sellers across a wide range of industries and transaction sizes.
Selling a business you have spent years building is not just a financial transaction. It is personal, and the pressure to get it done can work against you if it leads you to accept terms you would otherwise push back on. Our team has acted for business sellers across a wide range of industries and transaction structures, from straightforward asset sales to complex multi-entity transactions with earn-outs, employee arrangements, and layered warranties. We know the provisions that buyers push for that sellers should resist, and we know how to hold the line on terms that matter without unnecessarily disrupting the deal. Our goal is to get you to settlement on terms you can genuinely be satisfied with.
We understand you want to know the cost, before we get started.
We will map out our process, from beginning to end, so you know what the journey will look like before you get started.
We will provide you with a clear and detailed Work Proposal covering each step along the way.
Our fair fees are all-inclusive. No hidden costs for telephone calls, emails, photocopying, couriers, or coffee.
Our great lawyer guarantee
We want to be part of your team over the long term. We achieve this by adhering to these core principles:
Take the time
We listen carefully to understand what you want to achieve. Then we thoroughly explain our advice and step you through the documents. You can be sure you know the full consequences.
Share our knowledge
We will pass on as much knowledge as we can, so you can make your own informed decisions. We want to make you truly independent.
Stick to our knitting
We only do what we're good at. You can be confident that we know what we're doing and don't pass on the cost of our learning.
Work as one team
Someone will always be available to answer your questions, or point you in the right direction. You will also benefit from a range of perspectives and experience.
Fair pricing
For advice and documents, we provide a fixed or capped quote so you don't take price risk. If you're in a dispute, we map out the process and costs so you know what to expect.
It's your show
We're not in this for our egos. We're in it for a front row seat to witness your success.
Ready to sell your business on your terms?
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