Selling a business is both a commercial decision and a legal process. Good preparation protects momentum, makes due diligence easier and gives the parties a clearer path from first discussion to completion.
This guide gives a general overview of a UK private-company sale. It is not a substitute for advice on a specific transaction.
Define the deal you want
Start with the commercial outcome: what is being sold, the desired timetable, what the owners need after completion and whether the sale is of shares or business assets.
Prepare the business
Resolve avoidable issues before a buyer finds them. Review key contracts, ownership records, intellectual property, employment documentation, property arrangements and data protection.
Agree heads of terms
Record the principal commercial points early — price mechanics, exclusivity, timetable, conditions and any continuing role for the seller — while making clear which terms are legally binding.
Manage due diligence
The buyer will investigate the company, its assets, liabilities and trading position. A structured response process helps keep information accurate, consistent and easy to verify.
Negotiate the sale documents
The main agreement records how the deal works and allocates risk through warranties, disclosures, limitations, completion conditions and post-completion obligations.
Complete and transition
At completion, documents are signed, consideration moves and ownership transfers. A clear completion plan coordinates filings, releases, notices and the practical handover.
Bring legal advice in before the deal is fixed.
Early advice can help shape heads of terms, surface issues before due diligence and prevent agreed commercial points from creating unintended legal consequences.
Discuss a business sale