Legal Support for Selling a Business in Scotland

One of the first steps is deciding whether the transaction should be an asset purchase or a share purchase. An asset purchase involves buying the business’s assets and goodwill, while a share purchase transfers ownership of the company itself. Each option has legal and tax implications, and the right choice depends on your goals and the business structure.

We will guide you through this decision, explaining the differences and what to expect.

Once you and the other party agree in principle, the next step is preparing Heads of Terms. This is a written summary of the deal, covering key points like price, payment terms, and any conditions that must be met before completion.

We assist in drafting or reviewing these terms to make sure they reflect your understanding of the deal. Heads of Terms provide a clear starting point and reduce the risk of disputes later.

Before the deal goes ahead, buyers need to investigate the business. This is known as due diligence, and it involves checking everything from finances to property leases.

At this stage, we help with:

• Reviewing financial records
• Checking supplier contracts
• Analysing property leases and landlord consents
• Ensuring regulatory compliance
• Understanding employee obligations under TUPE

Through due diligence, we identify any risks and help you address them before completing the purchase.

The next step is preparing the legal agreements that formalise the sale or purchase. For buyers, this usually includes a Business Sale Agreement or Share Purchase Agreement. These documents outline the terms of the deal, including what is being sold, warranties provided by the seller, and indemnities to protect you in case of future issues.

For sellers, it’s about ensuring the agreement is fair and limits any ongoing liability. We draft or review the contracts to safeguard your interests and make sure all parties are covered.

For many businesses, property is a key part of the sale. Whether it’s a shop, café, or office premises, we help with leases, assignations, landlord permissions, or negotiating new lease arrangements.

If the business holds licences, such as for the sale of food or alcohol, we will guide you through transferring these as part of the sale process. Compliance with sector-specific regulations is a critical step in certain industries, and we ensure everything is handled properly.

The final step is completing the deal and transferring ownership. At this stage, we handle:

• Settling the purchase price
• Transferring stock and assets
• Dividing expenses like utility bills and rent
• Our team works to make sure the transfer is seamless, so you can concentrate on running the business.