Solicitors for selling a business in Leicester

How a business sale works, from heads of terms to completion, what the legal documents do, and what a seller should watch for.

Last updated 26 September 2026. General information about the law in England and Wales, not legal advice on your situation.

For most owners, selling a business is a one-off event. The buyer, and often the buyer’s lawyers, have done it many times. Good legal advice is mostly about making sure the price you agreed is the price you actually keep.

In a share sale the buyer acquires the company itself, with all its history, contracts and liabilities. In an asset sale the buyer picks the assets and contracts it wants, and the seller’s company is left with what isn’t sold. Tax is usually the deciding factor, so involve your accountant early.

The stages

Heads of terms. The commercial deal in outline: price, structure, payment terms, exclusivity and key conditions. Mostly not binding, but in practice they set the shape of the deal, so get advice before signing.
Due diligence. The buyer investigates the business: accounts, contracts, employees, property, intellectual property, disputes and compliance. Getting your paperwork in order beforehand makes this quicker and reduces the scope for price chips.
The sale agreement. A share purchase agreement or asset purchase agreement, usually drafted by the buyer’s solicitor. It covers the price and how it’s paid, warranties, indemnities, restrictive covenants and limits on the seller’s liability.
The disclosure letter. Your answer to the warranties, setting out known exceptions. Proper disclosure is one of the main ways a seller protects themselves against later claims.
Completion. Documents are signed, money is paid, and ownership passes.

What sellers should focus on

The caps and time limits on warranty claims; how deferred consideration or an earn-out is protected if the buyer doesn’t pay; the scope of any indemnities; how long restrictive covenants last; and whether any part of the price is held back in a retention or escrow.

Getting ready

If a sale is two or three years away, time spent tidying up statutory books, key customer and supplier contracts, employment paperwork and intellectual property ownership usually pays for itself when a buyer’s due diligence starts.

Common questions

How long does selling a business take?

Once a buyer is found and heads of terms are signed, two to four months to completion is common for an owner-managed business. Due diligence problems, finance and third-party consents are the usual causes of delay.

What's the difference between warranties and indemnities?

Warranties are statements about the business. If one is untrue the buyer may claim for the loss it causes, subject to limits. Indemnities are promises to pay for a specific identified risk, pound for pound, and are harder for a seller to cap.

Should I agree to an earn-out?

An earn-out links part of the price to future performance. It can bridge a gap on price, but you'll usually have less control over the business after completion, so the targets, accounting rules and protections need careful drafting.