A Beginner’s Guide to Buying a Business in the UK

Buying a business can be one of the most exciting, yet complex, steps in your professional journey. Whether you’re a seasoned entrepreneur or taking your first steps into business ownership, trying to understand the legal process can feel overwhelming. However, this handy guide from Marsons Solicitors breaks down the key stages involved in buying a business in the UK.

1. Deciding What You’re Buying

 When buying a business, you’ll usually choose between:

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●  Buying the assets: such as stock, equipment, property, and goodwill; or

●  Buying the shares: taking over the company itself, including its assets, contracts, and liabilities.


Each option has different tax and legal implications. The Commercial Services team at Marsons Solicitors can help you decide which route best suits your situation.

2. Carry Out Due Diligence

Before you commit, it’s important to investigate exactly what you’re buying. This process, known as due diligence, helps uncover potential risks or hidden issues that you may have missed.

Things to be reviewed include:

●  Financial records and tax compliance

●  Employment contracts and property leases

●  Ongoing disputes or outstanding debts

●  Intellectual property ownership

●  Regulatory obligations

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Getting expert advice from Marsons Solicitors’ Commercial Services team ensures you understand the full picture before proceeding.

3. Negotiate the Deal

Once due diligence is complete, the next step is negotiating the key terms. Usually, this starts with Heads of Terms, which outline the main points of the agreement such as the price, timescales, and what’s included in the sale.

 Your solicitor will play a key role here to make sure your interests are protected and the terms are clear before you move forward.

4. Drafting and Reviewing Legal Documents

 The heart of the transaction lies in the legal documents. These might include:

●  The Sale and Purchase Agreement (SPA)

●  Disclosure Letter

●  Employment or property transfer documents


The Commercial Services specialists at Marsons Solicitors can draft and review these documents to ensure they accurately reflect the deal, protect you against future liabilities and direct the future behaviour of each parties.

5. Completion and Beyond

When all documents are signed and funds have been transferred, the deal is completed.

After completion, you may need to notify HMRC, update licences, or transfer key contracts.

Many buyers arrange a short handover period where the seller assists in transitioning the business smoothly. Marsons Solicitors can help coordinate these post-completion steps to make the process as easy as possible for you.

Thinking of Buying a Business?

Buying a business in the UK can be a rewarding move, but it’s also one that requires careful planning and expert legal guidance. With the right support, you can approach your purchase confidently and protect your investment.

Marsons Solicitors’ Commercial Services team regularly advises clients on all aspects of business purchases from initial negotiations through to completion.

If you’re considering buying a business, contact us today to find out how we can support you.

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