Buy or sell a business

1. Define the perimeter

Decide whether the proposal concerns shares, selected assets, a business division or another structure. List what is included and excluded.

Prepare a perimeter schedule covering entities, premises, equipment, stock, contracts, people, intellectual property, receivables and liabilities. Identify the current owner of each item and the intended recipient. Record excluded items explicitly, especially where a name, system or supplier is shared with the seller’s retained business.

Use the share-purchase versus business-transfer guide to frame the questions for advisers. Avoid using a single phrase such as “buy the business” as the complete scope for diligence and handover.

2. Run focused diligence

Choose the financial, tax, legal and technical scope. Track confirmed issues separately from missing information and adviser questions.

For each finding, retain its source document, affected entity or asset, explanation, open question and proposed next action. Distinguish an evidenced liability from a possible exposure and a document that has simply not been supplied. Keep the seller’s response alongside the finding without overwriting the original evidence.

Prioritise matters that affect the perimeter, operating continuity, price assumptions or ability to complete. Use the legal diligence checklist and tax diligence checklist to organise specialist requests.

3. Translate findings into terms

Work with counsel on conditions, disclosures, protections and price mechanics. Identify approvals and third-party consents needed before completion.

Keep a findings-to-actions tracker: which issue is resolved before closing, which requires an agreed contractual treatment, and which needs post-closing work. Assign an owner and evidence of resolution to each. Where a price adjustment depends on a closing balance, agree the source records and calculation process before the team prepares that balance.

4. Plan the handover

Assign post-closing tasks for banking, licences, employees, accounting and records. Preserve responsibility for historic matters and agreed remediation.

• Confirm who controls each operational system on day one and arrange authorised access without circulating shared passwords.
• Reconcile the delivered stock and assets to the agreed perimeter, documenting missing items or differences.
• Identify who communicates with customers, suppliers and employees, and which communications have been agreed.
• Set owners for opening balances, outstanding collections, claims and transitional services.
• Retain a signed or otherwise agreed handover record and track unfinished actions separately.

The post-acquisition checklist connects these handover tasks to subsequent compliance work.

Bring these facts to the first discussion

• Term sheet and transaction perimeter
• Financial and ownership records
• Material contracts, licences and liabilities

Watch the dependency

An asset handover may be complete commercially while a licence transfer remains unresolved. Put operational permissions into the closing plan.

Example: a purchased division uses the seller’s shared order-management system. Identify the records, access and temporary support needed for the division, then agree the migration and handover owner. Merely listing “IT included” leaves both continuity and access boundaries unclear.

How responsibilities are agreed

You confirm business facts and approve decisions. Kosha’s engagement identifies the documents, coordination and filings included, together with any specialist adviser or authority dependency. The service links below explain the relevant workstreams and their limits.