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Key Considerations When Selling Your Business

Deciding to sell your business is a momentous and often complex decision. Once you’ve made the choice, it’s crucial to approach the process strategically to ensure a successful outcome. While seeking professional legal advice early on is vital, understanding some fundamental aspects in advance can greatly benefit your planning.

Share Sale or Asset Sale?

One of the first decisions to make is whether you’ll sell shares of the company or just the assets of the business.

• Share Sale: This involves transferring ownership of the company, including all its assets and liabilities, to the buyer.
• Asset Sale: Here, only specific assets of the business—such as property, equipment, intellectual property, or goodwill—are sold, leaving the original company and its liabilities with the seller.

Understanding Share Sales vs Asset Sales

The decision between a share sale and an asset sale is influenced by legal, financial, and commercial considerations for both parties.

Share Sale

In a share sale, the buyer typically acquires the entire company, including its assets, liabilities, and obligations. This allows the business to continue operating seamlessly.

Advantages for Sellers:

• Simplicity: the entire company is transferred, making the process less burdensome for the seller.
• Continuity: operations can continue uninterrupted, minimising disruptions for employees, customers and suppliers.
• Potential Tax Efficiency: selling shares is often more tax-efficient, particularly if you qualify for Business Asset Disposal Relief (BADR). Formerly known as Entrepreneurs’ Relief, BADR allows eligible sellers to benefit from a reduced capital gains tax rate when selling their business. It is important to seek advice from a qualified tax adviser to maximise any available reliefs.

Disadvantages for Sellers:

• Buyer’s Risk: buyers may demand extensive warranties and indemnities to offset the risk of inheriting unknown liabilities.
• Pricing Pressure: buyers might reduce their offer to account for potential liabilities within the company, impacting the overall sale value.

Asset Sale

In an asset sale, the buyer acquires only selected assets, allowing them to leave behind liabilities.

Advantages for Sellers:

• Flexibility: sellers can retain parts of the business they wish to keep or sell separately later.
• Buyer Appeal: the reduced risk for buyers can make the transition simpler and quicker to negotiate.

Disadvantages for Sellers:

• Tax Complexity: asset sales can be less tax-efficient, often leading to taxation at both corporate and shareholder levels.
• Practical Challenges: transferring individual assets such as property, contracts, or employees can involve time-consuming legal processes.
• Retained Responsibilities: sellers must manage remaining liabilities, wind up the company, and deal with any leftover debts or assets.

Conclusion

Selling your business is a significant milestone that required thorough planning and careful execution. Understanding whether a share sale or an asset sale suits your goals, addressing tax implications, and preparing your business for the market can help you achieve a smooth and financially rewarding exit.

At Quastels LLP, our Corporate Department is equipped with experienced legal advisors who provide tailored guidance and ensure your interests are protected at every stage of the transaction. Let us help you navigate this important journey with confidence and clarity.

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Quastels Advises Rainbowwave on the Sale of the Company to the Rainbowwave Employee Ownership Trust

We were delighted to advise the founders of Rainbowwave on the sale of the company to the Rainbowwave Employee Ownership Trust, marking an exciting new chapter for the global fashion agency and its team. The transaction was led by partner Adam Convisser, who guided the sellers through the process from start to finish.

Employee Ownership Trusts are increasingly popular succession option for business owners looking to preserve their company’s legacy, reward their team, and foster a strong culture of collaboration and shared success. By moving to an employee-owned model, Rainbowwave is not only securing the future of the business, but also empowering its employees to share in that success.

Maria Lemos commented:

“We are incredibly grateful to Adam and the team for their calm, clear and expert guidance throughout the process. This was a significant milestone for us, and Adam’s advice at every stage gave us real confidence that our interests were protected and that the transaction was being handled with care and professionalism.”

Congratulations to the whole team at Rainbowwave!

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Celebrating New Promotions and Milestones at Quastels

At Quastels, the strength of our firm lies in the outstanding individuals who drive innovation, deliver exceptional client service, and embody our values. We are delighted to announce a series of well-deserved promotions that reflect the continuing growth of our practice and the bright future ahead.

Lin Li

Lin Li has been promoted to Senior Associate in our Immigration team. Lin is highly regarded for her technical expertise across a wide range of immigration matters, including complex corporate immigration, family visas, British nationality applications, and sponsor licences. Fluent in Mandarin and Cantonese, Lin has build a reputation for her client-centric approach, guiding both businesses and individuals through the evolving UK immigration landscape with skill and empathy. Her promotion recognises her outstanding contributions to the firm’s expanding immigration practice.

Ann Goh

Ann Goh has been promoted to Associate in our Litigation and Dispute Resolution Department. As a key member of the team, Ann advises on a broad spectrum of general commercial and insolvency matters, including contractual disputes of all kinds, civil fraud, company and partner disputes, and insolvency and restructuring. She is regularly instructed in complex/multi-jurisdictional matters and is consistent in delivering results for her clients. Ann’s promotion reflects not only her continued commitment to excellence but also her growing influence within the team and the depth of expertise within our disputes practice.  

Florence Wilson-Gunn

We are equally proud to announce that Florence Wilson-Gunn has qualified as a Solicitor and joins our Dispute Resolution team following the successful completion of her training contract at Quastels. Florence has worked across a number of departments during her training, gaining wide-ranging experience and demonstrating exceptional diligence, adaptability, and a clear passion for dispute resolution. We are excited to see Florence continue to develop her practice as she embarks on this next stage of her career with us.

These promotions are a testament to the extraordinary calibre of our team at Quastels. We are committed to investing in the growth and development of our people as part of our long-term strategy to remain a destination firm for both talented lawyers and clients seeking cutting-edge legal advice.

Congratulations to Lin, Ann, and Florence on these well-earned milestones. We are excited for what the future holds.

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