What is the legal process for buying or selling a business? | Nash & Co Solicitors
Written by Jasmine Peglar | Corporate & Business team | 07 April 2026
Buying or selling a business can be one of the biggest milestones in your professional life. Whether you’re preparing to acquire a company or step away from one you’ve built, understanding the process is key to protecting your interests and achieving a smooth transaction.
At Nash & Co Solicitors in Plymouth, we guide business owners across Devon, Cornwall and the wider UK through every stage of a sale or purchase. Each phase involves a distinct set of legal steps and documents that ensure everything is clear, compliant and aligned with your goals. In this blog we have outlined the five main stages of a business sale or purchase and what each one involves.
Pre-contract documents
The process begins long before contracts are signed. This early stage focuses on establishing confidentiality, clarity and trust between both parties. At Nash & Co Solicitors, we guide clients through the critical early steps to ensure key preliminary documents are clear, legally sound and aligned with your objectives.
Our team will work with you to prepare and review documents such as Heads of Terms, Confidentiality Agreements and Exclusivity Agreements. These documents set the tone for the transaction. They outline the basic terms of the proposed deal, confirm mutual intent, and help prevent the risk of information being shared with competitors or third parties.
Getting these early steps right is essential. They lay the groundwork for open, honest discussions and create a smooth pathway toward completion. Our experienced corporate solicitors work closely with both buyers and sellers to protect your interests and reduce risk from the outset.
Due diligence
Once initial terms are agreed, the due diligence process begins. This is one of the most critical stages of any business sale. It allows buyers to understand the target business in full and helps sellers prepare for a smooth transaction by ensuring all relevant information is available and accurate. By identifying potential risks early, we help you make informed decisions and avoid surprises later in the process.
Our team provides support through Legal Risk Assessments and Document Review and Disclosure. During due diligence, legal, financial and operational details are carefully reviewed. This includes company structure, contracts, liabilities, employment issues, property, intellectual property and compliance matters.
Thorough due diligence protects both parties. For buyers, it ensures that the business they are investing in is as represented. For sellers, it demonstrates transparency and professionalism, which can strengthen negotiation positions and help achieve a timely sale.
Ancillary documents
With due diligence complete, attention turns to the additional documents that accompany a business sale. Ancillary documents ensure that every detail is properly recorded and that all relevant consents and approvals are in place. These include board minutes, shareholder resolutions, disclosure letters and indemnities. They formalise key decisions and provide evidence of internal authorisation for the transaction.
This stage also involves approvals and consents, such as third-party consents, regulatory approvals or other internal authorisations that may be required before the sale or purchase can proceed. Our Corporate & Commercial team ensure that each document meets the required standards and that nothing has been overlooked.
Share or Asset Purchase Agreement
The Share Purchase Agreement (SPA) is the core contract in where the shares of the limited company is being sold. In a share sale, ownership of the company itself transfers to the buyer, together with all of its assets and liabilities.
In other transactions, an Asset Purchase Agreement (APA) may be more appropriate. Rather than acquiring the company, the buyer purchases selected assets of the business—such as goodwill, contracts, and equipment—while leaving behind certain liabilities. The choice between a share sale and an asset sale has important legal, commercial and tax implications, and it is essential to structure the deal correctly from the outset.
At Nash & Co Solicitors, we draft and negotiate both SPAs and APAs to ensure they accurately reflect the agreed commercial terms and protect our clients’ interests. We focus on achieving agreements that are clear, practical and balanced, helping to minimise the risk of disputes or uncertainty after completion.
Our team advises on warranties, indemnities, limitations of liability and completion mechanics. These provisions act as key protections, allocating risk between buyer and seller and setting out what happens if issues arise following completion.
We also work closely with your accountant and tax advisers to ensure the transaction is structured in the most tax-efficient way, aligned with your overall goals for the sale of your business. This joined-up approach is particularly important when deciding between a share sale and an asset sale.
Throughout the process, we coordinate with all parties involved to ensure the transaction progresses smoothly and efficiently. Clear communication and proactive management are central to meeting deadlines and delivering a successful outcome.
Speak to our Corporate & Business team about the acquisition or sale of your business.
Post-completion steps
Even after the deal is signed and funds are transferred, there are still important post-completion steps to complete to ensure that the business transfer is legally effective and that all ongoing obligations are fulfilled. This helps you transition smoothly into the next phase of ownership, whether that means integrating a new business or stepping away from one you have sold. Completing these tasks promptly avoids complications later and ensures compliance with all legal and regulatory requirements.
At Nash & Co, we provide continued support to ensure every post-completion requirement is properly managed, including filing and registrations at Company’s House and the Land Registry, transfer formalities, implementation of agreements and managing post-completion deliverables.
Why legal support matters
Buying or selling a business is rarely straightforward. Each stage involves detailed documents, careful negotiations and an understanding of how commercial, legal and financial considerations come together.
Having an experienced solicitor by your side can make the difference between a transaction that runs smoothly and one that becomes stressful or costly. At Nash & Co Solicitors, our Commercial & Corporate team in Plymouth has helped countless clients across Devon, Cornwall and the wider UK to achieve successful outcomes.
We work closely with you to understand your objectives, explain your options clearly and manage the process efficiently from start to finish. Whether you are acquiring a small company or selling a larger group, our focus remains the same: protecting your interests and helping you move forward with confidence.
Conclusion
Every business sale or purchase is unique, but the legal process follows a structured path. From preparing pre-contract documents and conducting due diligence to finalising the purchase agreement and completing registrations, each step plays a vital role in achieving a secure and successful transaction.
If you are thinking about buying or selling your business, our Corporate & Commercial team can help. Our team will guide you through the process, ensure every detail is covered and make the experience as straightforward as possible.
To find out more or to discuss your plans in confidence, you can speak directly to our Corporate & Business team by calling 01752 827017 or emailing enquiries@nash.co.uk.
