Barr Ellison Solicitors advises individuals, partnerships and companies in the purchase and disposal of restaurants, cafes, pubs, hotels and shops, as well as dealing with their everyday ongoing business requirements.
When buying a business, you will need to consider the appropriate way to trade as a business. This may be as a sole trader, as a partnership or via a limited company. Key concerns from the outset will be limitation of liability and finding the most tax-efficient trading vehicle.
If you are buying or selling an existing business, there are a number of matters to resolve:
- How is the purchase price to be allocated between goodwill, the equipment and other assets?
- Does the seller own any equipment?
- Are there employees in the business? What rights do they have?
- What warranties will be available from the seller?
- Is the business registered for VAT purposes?
- What accounts are available?
- Are the licences for the business in order?
An issue which needs to be considered early on is whether any of the premises from which the business is run are leasehold. You will require expert legal advice to determine what is necessary for your needs:
- Will you have the right to a new lease upon the expiry of the existing lease?
- What are your repairing obligations? Do you need a survey?
- Are there rent review provisions in the lease?
- How do you pass on the lease if you want to sell at any point in the future? Any application to assign the lease is likely to be used as a reason to inspect the premises and serve a schedule of dilapidations.
- What references will the landlord require?
- The landlord may require guarantors, a rent deposit or even work to be done.
The business sale and purchase agreement is likely to be detailed, but it is not rocket science. Barr Ellison will guide you through all the complexities, but our lawyers will always your interests uppermost in their minds. If there are snags we will tell you as soon as we identify them. Where possible, it is best if you make contact with us before you finalise the terms of any deal.
