There are numerous considerations at play in the sale of business.
The below information provides an indication of documentation which ought to be scrutinised.
This resource is prepared as a guide to highlight the considerations involved however it is not exhaustive and is not a substitute for legal advice.
Please contact Lisa Boogaard of Boogaard Attorneys on 072 116 4121 to set up a consultation should you require our professional services in the sale of a business.
|Memorandum of Incorporation and amendments; certificate of incorporation; seller’s registered address; names and addresses of the directors and secretary of the seller; copies of audited accounts for past 3 years and management accounts for current financial year.|
|2||Assets of the Seller|
|Schedule of all properties owned by the seller; properties let by the seller in connection with the business to be sold; plans showing extent of the properties if available; copies of title deeds and lease agreements of the properties; names and addresses of persons in occupation of the properties; details of existing uses of the properties; details of building contracts of the properties; copies of bye laws; licenses, statutory permissions approvals relating to the properties; details of any major work to the properties and supporting documentation; details of any onerous rights or servitudes attaching to properties; details and copies of any environmental audit reports and surveys, as well as confirmation that any recommendations have been followed; details of the non-domestic rateable values of any properties|
|3||Leases whether the seller is tenant or landlord|
|Details of which leases are subject to sub-leases; details of licenses, consents, waivers pertaining to lease agreements; confirmation that there has been no breach or that there is not any anticipated breach of any lease; details of rent paid by seller and whether any rent payable by the seller is subject to review or anticipated review; details of service charges for past three years and whether or not the seller is aware of any substantial expenditure to be incurred on the leased property; details of any insurance policies on the leased property, full details of tenants where the tenant is not the seller.|
|Copies of any credit agreement, rental, leasing and similar agreements together with details of assets involved, names of creditors, sums paid and any anticipated breach of these contracts;
Copies and details of any long term contracts, outstanding capital commitments, material supply agreement contracts with customers or suppliers;
Copies of any joint venture agreements or similar agreements involving the business;
Details of any substantial capital expenditure during the last two years;
List of major customers (those accounting for more than 5% of the business) and value of sales for last three years;
List of major suppliers (those accounting for more than 5% of the business) and value of purchases for last three years;
Details of any dealings with overseas countries & details of any restraint on dealing in any overseas country;
Details of any vehicles owned by the business and whether subject to credit agreements;
Copies of sale agreements, standard terms and conditions of trade, sale discount arrangements, licenses and all agency, distribution and consultancy agreements;
Any changes to the trade of the business or manner of carrying on business in the last 2 years;
Copies of agreements pertaining to the acquisition or disposal of fixed assets for the last 2 years;
Brochures and advertising materials of the business;
Any option agreements for options to acquire assets of any nature which are connected to the business;
Details of all insurances affecting the business.
|5||Directors and employees|
|Full details of any directors and senior executives of the business, including service agreements and applicable restraints;
Full details of all persons employed by the business including term of service, designation, salary, benefits, notice period; details of trade union membership; details of pension or life assurance schemes.
|Particulars of all patents, trademarks and copyrights.|
|7||Litigation and alternative dispute resolution|
|Full details of any legal action or application instituted as well as any alternative dispute resolution to which the seller is engaged in any capacity.|