Selling your business or even, deciding to purchase a business can prove challenging. While there are different tasks to complete throughout the process you will be guided step by step by your solicitor. Your convenience is important to us and we aim to minimise the amount of time you have to spend on the process. We offer video calls to save you from travelling to meet us and you can meet us at times convenient to you. When documents need to be signed we can come to meet you at your home.  

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Call us Now on 061 513113, email info@soslegal.ie or complete our Free Online Enquiry form for a free, no-obligation discussion and let us explain your legal options

Key Considerations

The key thing to consider before selling your business is whether you plan on completing a share transfer or asset transfer. A share transfer or sale involves selling all the shares in the company that owns the business whereas an asset transfer or sale involves selling specific assets that make up the business. The latter is advisable when you only wish to sell a division of your business. 

If you choose to sell the company by share sale, the business liabilities remain with the company and your post-sale liability is usually limited to the warranties and indemnities you give to the purchaser. If you choose the alternative asset sale and the liabilities of the business are not specifically transferred to the purchaser, they remain with the company and you will have to handle them.  

Tax is often the main feature to consider when choosing between the share and asset sale. As a seller, the base cost of shares or assets and the tax efficiency of who receives the consideration are factors to think about. As a purchaser, stamp duty is the main tax and is 1% on shares or 2% on most assets.  

Documentation is also important in both types of sale, and we will help and advise you on the various ones to complete. In a share sale, the Share Sale and Purchase Agreement is important and the the Asset Sale and Purchase Agreement in an asset sale.   

One of the best things I experienced was the personal touch. It can be daunting dealing with solicitors and I never felt like a hindrance. Gary was always available on the phone and email for me and always responded very quickly. I know of an elderly person dealing with Gary who really appreciated being able to meet face to face in a place where she felt comfortable. I think both types of meetings are great as clients have various needs which were met very easily in the way SOS operates.

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Paul

Employees & Selling/Purchasing

Employees are also a key factor to consider when selling or purchasing a business. Their rights are protected where businesses are taken over by different employer’s resulting from a transfer whether all of the business is sold or just the section they are employed in. Where employees are transferred to another employer as a result of a sale of a business, it is also known as a transfer of undertakings or TUPE. For this to occur, there must be a change in the individual or company responsible for the business, the new employer must carry out the previous economic activity of the business and it must be transferred as a going concern.   

As a purchaser of a business, you are legally obliged to take on the existing employees of the business and you must take them on the same terms and conditions in their contract of employment, except for pensions as you are not obliged to continue making the same pension contributions to them. However, you must protect any entitlements the employee had built up before the transfer took place. It is also important to note that the employees’ continuity of service is not broken by a transfer for redundancy purposes.  

The transfer of a business does not in itself constitute grounds for dismissal. However, you can dismiss an employee if there are justifiable economic, technical or organisational reasons. If you are unsure whether you have justifiable grounds to dismiss an individual, we can advise you. It is important to establish you do have justifiable grounds in order to avoid an unfair dismissal claim against you.  

If you are selling a business and have at least 50 employees, you must consult with your employees first, providing them with he reasons for the transfer, its proposed date and an assessment of the legal, economic and social implications for the employees. This information must be given no later than 30 days before the transfer to the union, if applicable, or to the employees if no union exists.   

Make a Free Enquiry

Call us Now on 061 513113, email info@soslegal.ie or complete our Free Online Enquiry form for a free, no-obligation discussion and let us explain your legal options

Gary O’Sullivan

Solicitor, Head of Department

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