You’ve invested years of effort, money and determination building your business. Now you’re thinking about selling — whether to realise value, retire, or move on to your next venture. Selling a business can be complex, time-consuming and emotional. Here’s how to prepare and protect yourself at every stage.
Selling your business – what you need to know
Josiah Hincks are solicitors in Leicestershire. Contact us now for expert advice on all commercial issues.
Start early and get your house in order
There’s no substitute for early planning. Giving yourself time to prepare helps you:
Alongside legal advice, it’s essential to consult accountants and tax advisers early. The right transaction structure can reduce tax liabilities and avoid last-minute complications. In some cases, completing by a specific date is crucial to secure the best tax treatment.
Planning ahead also reduces stress and puts you in a stronger position when negotiating price and terms.
Address weaknesses and make your business more attractive to buyers,
Highlight growth opportunities that can increase value,
Organise financial and legal records so quality buyers can assess your business quickly.
Protecting your business secrets
Selling a business means disclosing confidential information — customer and supplier lists, financial data, employee details and strategy. You’ll want to prevent leaks and maintain stability so employees, customers and suppliers don’t hear about the sale too soon.
Before providing sensitive information:
- have practical confidentiality measures in place, and
- ensure the buyer signs a non-disclosure agreement (NDA).
This protects you if the deal doesn’t go ahead and reassures you that your information is safe.
How will you structure the sale? Assets vs Shares
If your business is owned by a company, you can:
- sell the assets the company owns (goodwill, contracts, equipment, etc.), or
- sell the shares in the company itself.
Asset sale – The buyer chooses which assets to take. Liabilities usually stay with you unless agreed otherwise, although some obligations (like employee transfers) may automatically move.
Share sale – The buyer acquires the company as a whole, taking all assets and liabilities. This often gives you a cleaner exit, but the buyer will usually require warranties and indemnities. These are contractual promises about the business that can continue to bind you even after completion.
Why limits on liability matter to every seller
When you give warranties and indemnities, you’re promising that certain statements about your business are true — and if they’re not, the buyer may claim compensation. Without proper limits, your liability can remain open-ended even after the deal completes.
We negotiate clear limits on liability to protect you, including:
Financial caps — setting a maximum amount you could ever be asked to pay back.
Time limits — restricting how long a buyer can bring a warranty or indemnity claim.
Minimum claim thresholds (de minimis and baskets) — so small or trivial claims can’t be made.
Excluding unknown issues — ensuring you’re not liable for risks you couldn’t have known about.
These protections give you greater certainty and a cleaner break from the business, letting you move on with confidence.
Why legal advice is essential
Selling a business isn’t just about agreeing a price. The legal documents — from the NDA to the sale and purchase agreement — control:
What you must disclose,
What liabilities you may keep,
And how you stay protected after completion with clear limits on liability.
At Josiah Hincks Solicitors, we guide sellers through every stage, working closely with your accountants and tax advisers to achieve the best outcome.
Speak to our corporate solicitors
If you’re thinking of selling your business, contact our corporate team today. We’ll help you:
- prepare your business for sale,
- protect your confidential information,
- choose the right deal structure,
- negotiate limits on liability, and
- secure terms that work for you.
Call us on 0116 255 1811 or email one of our Company Commercial team members today — we’d be delighted to help.
Testimonials
Don't just take our word for it...
Here's what some of our recent clients had to say about us and our team.
"Anluan Hennigan advised us about and dealt with the remaking of our wills and the registration of our LPA. He has obvious expertise and is reassuringly friendly. All was clearly explained. Any questions, including emails, were answered speedily. He showed persistence when dealing with the Office of the Public Guardian on our behalf. We feel safe and secure with Josiah Hincks."
Jill
"Jedd drew up a new lease for a commercial property which was clear and easy to understand by both sides. His communication and excellent manner helped us through what can be a daunting and difficult task. He was very helpful throughout the process - even responding when on study leave."
Anonymous
"My experience dealing with Mitchell was straight forward and easy, thanks mainly to his experience and knowledge. He explained each point in a complicated agreement clearly and confidently, giving me confidence and peace of mind. I'll be happy to recommend."
W Piggott
We'll call you
Request a callback
Simply leave a few details with us and we will call you back.