Sales and Purchase Contracts

It is a major decision for a company to buy or sell a business interest or part of a share in that business. Whether you are the buyer or seller, these can be complicated legal transactions and need to be very carefully drafted to ensure that your rights are protected.

Our specialist corporate and commercial solicitors can guide you through every process of a sale or purchase to ensure that the acquisition runs smoothly and successfully. Contact us via online enquiry form and we will be back in touch shortly.

What is included in a sales and purchase contract?

Initially, the seller has to provide a sales memorandum that will detail the relevant business sector and how long the business has been trading. It will need to show the financial details of the business and provide information about all staff employed.

Information about the business

Practical information about the business – such as its size, location and details about the relevant building premises – must be included, together with how the sale is being structured (whether it is a partial or full sale of the business). The buyer then responds with the offer price and payment terms, stating exactly what they are proposing to buy and what other information they need from the seller.

Heads of Terms

Once an offer is agreed, the heads of terms agreement will be prepared and will cover issues including what is being sold, pricing and payment information and any pre-conditions of sale. Other details need to be addressed before completion, such as exclusivity arrangements, confidentiality terms, warranties and indemnities.

Post-transaction obligations

When the sale has been completed, the buyer and seller must ensure they comply with various actions, for example, changing ownership and director details at Companies House and dealing with the transfer of employees under TUPE.

The importance of obtaining legal advice

We understand how important it is to get the details right and protecting your interests in a sale and purchase contract. We can help clients with all aspects of the sale or purchase of a business, including:

  • Legal, financial and commercial due diligence
  • Management buy-out/in
  • Mergers or de-mergers
  • Restrictive covenants
  • Share acquisition and disposal
  • Business asset acquisition and disposal
  • Confidentiality agreements
  • Exclusivity and lock-out agreements
  • Joint ventures
  • Taxation issues

Contact our Sales and Purchase Contracts Lawyers in the UK

Our specialist commercial team [LINK] can provide legal guidance about all relevant issues and requirements for a sale and purchase agreement. We understand that a lot of businesses have a cross-border element and we are well placed to assist in these cases since we have offices in the UK, Spain, Germany, Italy and Tunisia. Our multi-lingual lawyers can assist clients in their own language, thus ensuring that the whole process is transparent and understandable.

If you require further information or assistance, please complete the online enquiry form or email us at clientservices@giambronelaw.com.