Considerations & documentation necessary for a Sale of Business

There are numerous considerations necessary in the sale of business.

The below information includes documentation which ought to be scrutinised by and on behalf of a potential purchaser.

The benefit in requesting the information and supporting information pertaining to the business to be sold includes to:

  • Obtaining objective information and consider the structure of the sale;
  • Assess the risks in the sale of the business;
  • Determine if the sale price is fair and potentially negotiate for a better price
  • Seller’s documentation


  • Memorandum of Incorporation & any amendments;
  • Securities register;
  • Certificate of Incorporation;
  • Management accounts for current financial year;
  • Audited accounts for prior 3 year period;
  • Names and details of directors and secretary of the seller;
  • Registered address of the seller
  • Assets of the Seller


  • List of properties owned by seller, title deeds; lease agreements pertaining to properties; occupants of properties, copies of by-laws, licences; detail of use of properties, detail of any major work on the properties;
  • List of any other assets asides from immovable property whether tangible or intangible and material information pertaining to such assets
  • Leases whether the Seller is landlord or tenant


  • Copies of lease agreements;
  • Rental payable;
  • Details of any breaches;
  • Full details of tenants
  • Contracts

Includes contracts and details pertaining to:

  • Restraints of trade;
  • Credit agreements;
  • Rental agreements;
  • Insurance policies;
  • Supplier contracts;
  • License agreements;
  • Distribution agreements
  • Agreements with international dealings;
  • Customer contracts;
  • Joint venture agreements
  • Company law related contracts, pertaining to shareholding, options in securities
  • Employees

Information and documentation pertaining to employees, including:

  • Employment contracts;
  • List of employees;
  • Restraints pertaining to employees;
  • Full details of terms of employment of employees
  • Intellectual Property

Documentation and information pertaining to all patents, trademarks, trade secrets and copyright relating to the business for sale.

  • Litigation and Alternative Dispute Resolution

Full details of any litigation and alternative dispute resolution in which the business is engaged, the extent of any exposure, the stage of proceedings, complete and updated copies of legal process evidencing the cause of action or nature of application and or details of complaint or proceedings.

Article by Lisa Boogaard, Boogaard Attorneys

19 October 2021