What is the process involved in purchasing the business?

Once initial negotiations have concluded the parties may wish to sign up to Heads of Agreement to set out the main provisions of the deal. The Heads of Agreement do not commit you to going through with the transaction so long as it is made clear that they are non-legally binding and that the agreed terms are subject to the conclusion of a formal contract. Other terms could be made binding, such as those relating to confidentiality, or an exclusivity period to set out the consequences of a rival bidder popping up when you have spent a great deal of time and money on negotiations.

The next stage will be to issue due diligence enquiries so that you can find out as much about the financial viability of the business before buying it. Further negotiation may become necessary as a result of the responses to the due diligence enquiries.

Alongside the due diligence request the advisors for both parties will review and negotiate the contractual documentation based upon instructions from the clients. It is not unusual that several drafts can be made before a document is settled upon.

The key document will be the sale agreement. This sets out the agreed terms of the purchase. Also included will be warranties regarding the state of the business to be purchased. See Question 4 for more detail as to warranties.

Completion is the time when the agreement for the purchase is entered into and the ownership of the business is transferred to the purchaser.

Our Business Law team can are specialised in business transactions and can guide you though the process of buying a business.

For more information please call our Business Law Solicitors on freephone 0800 975 2463 or contact us by email


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11 Dec 2018



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