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Sell a stake in your business

We will help you sell part of your business without giving away more control than you intended.

The day you sell part of your business, you stop being the only person who decides. That is the trade you are making, and it can be a good one. What it should not be is accidental. The price gets negotiated hard and the governance terms often get waved through. It is the governance terms that decide what the next five years feel like. We act for owners selling a stake, on the shareholders agreement as much as on the price.

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Control you meant to keep

Reserved matters are drawn narrowly, so the investor protects their money without running the business.

A future sale that can happen

Drag-along rights stop a minority holder blocking a sale of the whole business later.

Profit rules, not profit arguments

How money comes out of the business is written down before the investor arrives.

What is involved in selling part of your business?

Selling less than the whole means you and the buyer own the business together afterwards. The transaction therefore has two halves. The first is the deal: what the business is worth, what percentage is being sold, and how and when the money is paid.

The second half is the relationship. Who can appoint directors, which decisions need more than a simple majority, and how profits are split between salary and dividends. Then what happens if one of you wants to sell, and what happens if you disagree. That half is recorded in a shareholders agreement, or a unitholders agreement where the business runs through a trust. It is difficult to renegotiate once the investor’s money is in.

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What governance rights should I expect to give an incoming investor?

Usually a short list of reserved matters that need their agreement, such as issuing new shares, taking on major debt, or changing the business. Often a board seat if the stake is significant. Regular financial reporting is standard. What you should resist is a veto over ordinary trading decisions.

What is a shareholders agreement and why do I need one when bringing in an investor?

It is a private contract between the owners covering what the constitution does not: decisions, dividends, transfers, exits and disputes. Without one, the default rules apply, and they were not written with your business in mind. It is also far easier to agree before the investment than after.

How do I stop a minority holder blocking a future sale?

A drag-along provision. It requires a minority holder to join a sale once holders of an agreed majority have accepted an offer. Its counterpart, a tag-along right, lets the minority join a sale on the same terms. Most agreements include both.

Should the investor buy my shares or subscribe for new ones?

If you sell your own shares, the money comes to you and your holding reduces. If the company issues new shares, the money goes into the business and every existing holding is diluted. Which one suits depends on whether you need capital in the business or cash in your hand.

The price is one negotiation, the shareholders agreement is the other

Tell us who is buying in and what has been agreed so far. We will tell you which governance terms actually matter for a business your size, and which ones you can trade away.

An investor buys a percentage, and a say in how you run the place

You have agreed a valuation and a percentage. What has not been settled is what the investor can do once they are in. Can they block decisions, appoint a director, see your management accounts, or stop you selling later?

You want the capital, or the partner, or both. You do not want to discover in two years that you need somebody’s permission to run your own business.

We will advise on the structure and valuation approach for the stake being sold.
We will prepare or negotiate the equity sale documents.
We will negotiate the shareholders or unitholders agreement on your behalf.
We will advise on reserved matters, board composition, dividends, transfers and exit rights.
We will complete the transfer and update the company's records.

Somebody wants to buy in, and the terms are still a conversation

You have found an investor, or a key person you want tied in, or a partner who brings something the business needs. The valuation has been discussed and the percentage is roughly agreed. There is goodwill on both sides, and an understandable reluctance to make the negotiation feel adversarial. This is the last moment at which you hold all the cards. The document you sign now governs a relationship you cannot easily end.

What's included in your partial equity sale service

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Sale structure and valuation advice.
Equity sale agreement preparation and negotiation.
Shareholders or unitholders agreement drafting and negotiation.
Reserved matters, board seat and dividend policy advice.
Drag-along, tag-along and pre-emptive rights provisions.
Completion and share register update.

What a thin shareholders agreement costs the founder

Partial sales go wrong quietly. An investor with a blocking right over major decisions uses it on something you did not anticipate, and the business cannot move. A minority holder with no drag-along obligation refuses to join a sale years later, and a buyer who wanted the whole business walks away. Profits that used to be your salary become a dividend question somebody else has a view about.

The pattern is always the same. Terms that felt generous when everyone was optimistic turn into the constraints that define the business. The investor’s money is already in, so the only way to fix them is to buy the investor out. The price then reflects how badly you need them to agree.

How we set the relationship up before it starts

We start with what you are trying to achieve. Capital to grow, a partner who brings customers, or a way of tying in the person the business depends on. The answer changes which terms matter. An investor who wants a return needs different protections from a working partner who wants a say.

Then we negotiate the governance. Reserved matters drawn narrowly, so the investor protects their investment without running your business. Board composition that reflects the split. Drag-along and tag-along rights, so a future sale is not held hostage by a minority. Pre-emptive rights on new issues and on transfers. A dividend and remuneration policy, so profit distribution is a rule rather than an argument. A valuation mechanism and an exit path, agreed now while nobody is leaving.

How the stake gets sold

The capital arrives and you still run the business.

Set your objectives

We work out what you want from the transaction, because that decides which terms are worth defending and which are not.

Negotiate the governance

We draft or negotiate the shareholders agreement, covering reserved matters, board seats, dividends, transfers and exit.

Complete the transfer

We document the equity sale, complete the transfer, and update the register and the company's records.

Lawyers who negotiate the shareholders agreement while you still hold the position

There is a particular reluctance in this transaction that we see often. Asking hard questions about control feels like bad faith towards somebody who is about to back you with their own money. In practice, an investor worth having expects those questions and is unsettled by their absence.

We have 2 Accredited Specialists in Business Law. We act for founders and majority owners bringing in investors, working partners and family members. We know which protections an investor will concede without much argument, and which ones they treat as deal terms. That saves you spending goodwill on the wrong clause.

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.

Bring them in on terms you chose

Tell us who is buying in, what percentage, and what has been agreed so far. We will tell you what the investor will be able to do once the money is in. Then we will settle those terms while you still have the position to ask.

Speak to a lawyer 1300 654 590