Business Asset Sales and Purchases

An asset sale or purchase allows a business to be bought or sold by transferring its assets, rather than the shares in the company that owns it. We advise buyers and sellers across East Yorkshire and beyond on these transactions, for businesses ranging from shops and restaurants to garages and workshops.

How We Can Help

An asset transaction requires careful definition of exactly what is being transferred, and agreement on warranties, indemnities and the allocation of liabilities. We advise on every legal aspect of the transaction to protect your position, whether you are buying or selling. Our services include:

• Exploring options for acquiring or selling businesses
• Preparing and reviewing heads of terms
• Conducting due diligence and advising on seller liabilities
• Drafting and reviewing contracts for the purchase and sale of business assets
• Handling commercial property transactions
• Providing commercial contracts advice
• Advising on TUPE and the transfer of employees

Related Expertise

On a business sale or purchase we draw on colleagues across the firm in related areas, including:

• Commercial property
• Commercial leases
• Commercial contracts
• Commercial debt recovery

Advice with a Commercial Focus

Good legal advice takes account of the commercial realities of a transaction. We work alongside our business clients and their other advisers to achieve the commercial objectives behind each deal.

Advice Tailored to the Transaction

The work involved in an asset sale or purchase varies greatly with the circumstances. We take time to understand your objectives and the areas of risk, and advise you at each stage of the transaction.

Common Questions About Asset Sales and Purchases

What is an asset sale or purchase?

An asset sale or purchase involves acquiring or selling specific parts of a business rather than the company itself. The assets can include equipment, stock, contracts, goodwill and intellectual property.

What is due diligence in asset sales?

Due diligence is the process of investigating and verifying the assets being sold. It includes reviewing financial records, contracts and any potential liabilities, so that the buyer understands what is being acquired.

How long does an asset sale take?

It depends on the complexity of the transaction and the readiness of both parties. Simple transactions may take a few weeks; more complex deals can take several months.

What are the tax implications of an asset sale?

They depend on the type of assets, the structure of the transaction and current tax law. You should take tax advice, usually from your accountant, alongside our legal advice.

What happens to employees in an asset sale?

Where a business is transferred as a going concern, the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) usually apply. Employees assigned to the business transfer automatically to the buyer on their existing terms and conditions, and both buyer and seller have duties to inform and consult. We can advise on how TUPE affects your transaction.

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