The sale of a business is a complicated legal process, and we suggest our clients to access professional legal advice for the preparation of the closing documents.This is an overview of the main documents required:
- A Sale and Purchase Agreement (or ‘SPA’). This is really the key document and includes the terms of the agreement and is often supported by important schedules. These attachments usually cover the target company and its subsidiaries as well as warranties and indemnities provided by the buyer.
- A disclosure letter to qualify the warranties. This will be produced by the seller and used to highlight any known discrepancies from the warranties provided. Items disclosed in this way protect the seller from the buyer taking legal action where the warranties are not accurate.
- A tax deed, often used to ensure that the seller pays for the tax liabilities of the business at the point the transaction closes. This document is also sometimes included in the SPA.
- Preparation of the board minutes, documents required for the change of directors, auditors, and the registered office as well as the approval of share transfers at closing.
- A stock transfer form, used to transfer shares.