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Sell the shares in your company

We will help you sell every share in your company on terms that stop your exposure running on indefinitely.

When you sell shares, the buyer does not just buy what the company does now. They buy every decision it has made, every contract it signed and every return it lodged. That is why a share sale agreement spends more pages on warranties than on price. The disclosure letter you write against those warranties decides what a buyer can come back for. We act for sellers on that document and the schedule it answers.

Speak to a lawyer What is included

Liability with a ceiling

Your warranty exposure is capped at an agreed figure instead of running to the full price.

A date your risk ends

Claim periods are negotiated so the buyer cannot come back years after settlement.

Disclosure done properly

Every warranty is answered in writing, so what the buyer knew cannot become a claim.

What is involved in selling 100% of the shares in your company?

A share sale transfers the company itself. The buyer takes the shares, and the company keeps its contracts, its licences, its employees and its history. Nothing needs to be reassigned, which is why share sales suit businesses built on agreements that are difficult to move.

The trade-off is that the buyer inherits the liabilities as well. Because of that, a buyer manages risk in two ways: warranties in the sale agreement, and money held back after settlement. The seller manages the same risk in one way, by disclosing. Anything properly disclosed before signing cannot later be claimed as a breach.

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Why would I sell shares rather than the business assets?

A share sale keeps the company intact, so contracts, leases, licences and employees do not have to be transferred. That suits businesses whose value sits in agreements that are hard to move. It is also often better for the seller’s tax position, though that depends on your structure.

What warranties will I need to give?

Typically the accounts, tax, employees, contracts, intellectual property, litigation and general compliance. The schedule will start much broader than it ends. What matters is the cap on your liability and how long claims can be made.

What is a disclosure letter and why does it matter?

It is the document where you tell the buyer, warranty by warranty, what is not quite as promised. Anything properly disclosed cannot be claimed as a breach later. A thorough disclosure letter is the cheapest protection available to a seller.

What are the CGT consequences of selling my shares?

Selling shares is a capital gains tax event, and the gain is worked out against your cost base. A 50% discount may apply where you have held the shares for more than twelve months. The small business concessions can reduce or remove the rest, but only if the eligibility tests are met.

Your exposure should end on a date, not on the buyer's say-so

Send us the warranty schedule and we will tell you what you are actually promising. Most of it is negotiable, and much of the rest can be disclosed away.

The warranties you sign at completion decide what you owe years later

The buyer’s draft asks you to warrant almost everything the company has ever done. The retention gives them a fund to claim against and a reason to look for something. The disclosure letter is yours to prepare, and it is the only real protection you have. It has to be written before you know which parts of the business the buyer has looked at closely.

You believe the company is sound. Believing it is not the same as being able to promise it.

We will confirm your CGT position and concession eligibility before the agreement is signed.
We will negotiate the warranty schedule, the liability cap and the claim period.
We will prepare the disclosure letter against each warranty given.
We will negotiate the retention amount and a fixed release date.
We will manage due diligence and complete the share transfer.

You have a buyer for the whole company and a warranty schedule you did not write

The price is agreed and the buyer’s lawyers have sent the share sale agreement. The warranty schedule runs for twenty pages and covers tax, employees, contracts, intellectual property, litigation and compliance. You have been asked to produce a disclosure letter, and nobody has explained what it is for. Somewhere in that pile is the difference between a clean exit and a claim two years from now.

What's included in your share sale service

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CGT position and small business concession assessment.
Share sale agreement preparation and negotiation.
Warranty schedule negotiation, with caps and time limits.
Disclosure letter preparation.
Retention and escrow negotiation.
Due diligence management and completion.

What an unnegotiated warranty schedule costs

Warranty claims do not arrive during the sale. They arrive after it, once the buyer has been running the business long enough to find things. An unqualified warranty about the accounts means any historical error is a breach, whether or not you knew about it. An uncapped warranty means the claim is not limited to the retention, or even to the price.

Thin disclosure has the same effect. Sellers who disclose only what they are asked about leave everything else exposed, including matters the buyer already knew. Meanwhile the retention sits unreleased while the parties argue. Your accountant is pulled back into a company you no longer own, and the costs run on a sale that was supposed to be over.

How we put a fence around what you owe

We work on three things at once. The warranty schedule gets cut back to what you can honestly stand behind. We add a cap on liability and a date after which claims can no longer be made. The retention gets reduced, and its release gets tied to the calendar rather than the buyer’s satisfaction. The disclosure letter gets written properly, against each warranty, including the things nobody asked about.

We also confirm the tax position before the agreement is signed. Share sale proceeds can qualify for the small business concessions in the Income Tax Assessment Act 1997 (Cth) (the Tax Act). Eligibility turns on facts that are difficult to change once a deal is on foot. You end up knowing what you have promised, what it is capped at, and when it stops.

How a share sale gets closed

Warranties capped, disclosure complete, and a date when your exposure ends.

Confirm the tax

We check your CGT position and any concession eligibility while the structure can still be adjusted.

Cut the warranties

We negotiate the warranty schedule, the liability cap and the claim period, and reduce the retention.

Disclose and complete

We build the disclosure letter against each warranty, then run settlement and the share transfer.

Sellers' lawyers who negotiate the warranty schedule line by line

Most sellers find the warranty schedule the hardest part of the sale, and not because it is technical. It asks you to guarantee a company you are about to stop controlling. The instinct is to sign it and get the deal done, which is exactly the instinct the document is drafted to exploit.

We have 2 Accredited Specialists in Business Law. We have run the warranty and disclosure process on sales to trade buyers, private equity and management teams. We know which limitations buyers concede quietly and which they will not. We will tell you which is which, instead of arguing about all of it.

Our great lawyer guarantee

Six principles we hold to, whatever you bring us and however long it takes.

Take the time

We listen carefully to understand what you want to achieve, then step you through the advice and the documents.

Share our knowledge

We pass on as much as we can, so you can make your own informed decisions.

Stick to our knitting

We only do what we are good at, so you never pay for our learning.

Work as one team

Someone is always available to answer your question or point you the right way.

Fair pricing

A fixed or capped quote for advice and documents, so you do not carry the price risk.

It is your show

We are in it for a front row seat to witness your success, not for our egos.

Know exactly what you are promising

Send us the share sale agreement and the warranty schedule. We will tell you what you are being asked to guarantee and what is worth arguing about. Then we will write the disclosure letter that takes the rest off the table.

Speak to a lawyer 1300 654 590