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Preparing a business for sale

Preparation for a sale of your business should be considered early on in your business plan and in ongoing management discussions. When preparing to sell, you need to consider In relation to a company limited by shares, means persons whose names have been entered in the register of members of that company as shareholders in that company.' interests, the sale structure, presenting information to buyers while protecting confidentiality, and getting the right approvals. You may wish to appoint professional advisers. As a sale process can be time-consuming and expensive, it is important to prepare well and this section will help you to do so.

selling-a-business

How a business can be sold

  1. 1.How will my business be sold?
  2. 2.What process do I have to go through to sell my business?
  3. 3.If I am proposing to sell my business by a share sale, why will most buyers want to buy all and not only some of my company's shares?
  4. 4.If I am proposing to sell my business by a share sale, how can I make sure all shareholders agree to sell?

Who the buyer might be

  1. 5.Who might be interested in buying my business?
  2. 6.What difference could the type of buyer make to a sale of my business?

Instructing professional advisers to sell a business

  1. 7.Which advisers will I need to instruct to sell my business?
  2. 8.Why will I need legal advice if I want to sell my business?
  3. 9.Why will I need tax advice if I want to sell my business?
  4. 10.Why will I need accounting advice if I want to sell my business?
  5. 11. Why will I need corporate finance advice if I want to sell my business?
  6. 12. When is the right time for me to speak to professional advisers when looking to sell my business?
  7. 13.How do I decide which professional advisers should act for me on the sale of my business?
  8. 14. How do I negotiate the fees I pay to advisers who act for me on the sale of my business?
  9. 15. How do I agree my advisers' terms of engagement when looking to sell my business?

Approvals needed to sell a business

  1. 16.What approvals will I need to sell my business?
  2. 17.What happens if I do not get the approvals I need when attempting to sell my business?
  3. 18. What board approval will I need to sell my business?
  4. 19. What shareholders' approval will I need to sell my business?
  5. 20. What contractual approvals will I need to sell my business?
  6. 21. Do I need approval from employees to sell my business?
  7. 22. Will any regulatory approvals be required to sell my business?

Protecting a business when looking to sell

  1. 23. What information do I need to protect when looking to sell my business?
  2. 24. How do I protect information when looking to sell my business?
  3. 25. How do I protect business names when looking to sell my business?
  4. 26. How do I make sure intellectual property rights are protected when looking to sell my business?

Non-disclosure agreements (NDAs) for those to whom you disclose information

  1. 27. What is an NDA?
  2. 28. Why do I need an NDA when looking to sell my business?
  3. 29.What happens if I disclose information to someone who has not signed an NDA in the course of selling my business?
  4. 30. Who should be the parties to an NDA when I disclose information on my business in connection with a possible sale?
  5. 31.What provisions should I include in an NDA to protect my business when contemplating a possible sale?
  6. 32.Should I include, in an NDA which I ask a potential buyer to sign, undertakings not to solicit staff or customers?
  7. 33.What information is typically excluded from an NDA?
  8. 34.Should the NDA be subject to a time-limit?
  9. 35.Can I ask a potential buyer to sign an NDA after I have disclosed information to them?

Preparing information for potential buyers

  1. 36.What information do I need to prepare for potential buyers of my business?
  2. 37.Are there restrictions on what information I can disclose to potential buyers?
  3. 38. Are there restrictions on how I disclose information to potential buyers?

Management time

  1. 39.How much time will I need to spend to sell my business?

Key differences between selling a company's shares and selling its business and assets

There are two main ways to sell your business – your company’s shareholders can sell their shares, or the company can sell its business and assets. This table summarises the important differences between the two, so that you can understand which might be the best way for you to sell your business.
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Sale non-disclosure agreement

Use this sale non-disclosure agreement (also called an NDA) if you are thinking of disclosing information to a potential buyer of the shares or business and assets of your company. By using this template agreement before giving out any confidential business information, you protect your business and minimise the risk of potential costly disputes in the future. The confidentiality obligations in this sale non-disclosure agreement are mostly given by the potential buyer (although by signing both of you will agree not to disclose any details of your discussions).
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