Straight-talking legal advice for commercial sales and purchases.
Goldstein Legal acts for sellers and buyers on numerous types of business transfers.If you are thinking of selling your business, spend some time considering whether a ‘share transfer’ or an ‘asset transfer’ is more suited to your needs.
In a share sale, the seller transfers the shares in the company to the buyer. The buyer will then acquire everything that goes with the company; the liabilities as well as the assets.
Parties enter into a Share Sale Agreement (or a Share Purchase Agreement) and on completion of the deal, the existing directors of the business resign, and the buyer appoints new ones.
An Asset Purchase Agreement (or Asset Sale Agreement) lists all the business assets to be transferred to the buyer, including tangible assets, such as stock, plant and machinery. It can also include a transfer of goodwill, customer contracts and supplier contracts.
The seller’s aim is to ensure that the buyer also takes on any business liabilities.
The buyer’s aim is to ensure that they don’t take on liabilities unless they’ve had full disclosure, and protection in the form of suitable warranties. The buyer will also want the agreement to secure all assets needed to run the business.
Your decision whether to make a ‘share transfer’ or an ‘asset transfer’ will be driven by a number of important factors, including tax considerations.
We can guide you through this process with clear, no-nonsense legal advice, ensuring that you make the right decisions for your business.
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