Company purchase - legal practice?

[pierce.lynch]

Hi guys,

Newbie here looking for some good advice with regard to the purchase of a UK based enterprise.

A brief outline to the situation is that I wish to investigate buying an offer a paricular company has made in terms of the sale of its assets and customer based, as well as forms of goodwill being one of its 'brands' - but this offer does not include the company itself. By this I mean those selling wish to keep the ownership of the company as it was, and just release the assets etc as mentioned above.

So therefore, I suppose in some ways it is possible to pick and choose which liabilities would be taken on as part of the purchase, such as supplier contracts etc.

Although, on paper this to me seems a good offer for what is being offered. But what I would like to know is that in practice is this legal or are there any regulations and practices that should be taken into account with a purchase of this nature.

All advice and comments welcome, out to get a bigger picture on this one. Thanks in advance,

Kind regards,

Pierce Lynch

 

[Antonia @limeone.com]

In broad terms it can be done but the devil is as usual in the detail as in the following areas:

1. Does the selling company own the assets or are they subject to finance- need to have this tied into the agreement.

2. What is going to happen to the company once it divests itself of its assets? Is it just keeping the name and doing something else or will it continue to trade and if so how is this dealt with in the agreement.

The list goes on, let me know if you want this looked at further, it can be a legal minefield.

Kind regards

Antonia

 

[pierce.lynch]

Hi Antonia,

Thanks for your quick response.

1. The company owns all the assets being sold, none are under any purchase agreements or such like I have been told. This has not at the stage yet where I have been able to access suitable official evidence of this, but it has been stated by the party that this is the case. So there are no liabilities with regard to the assets for sale.

2. To be honest, this is something I haven't asked yet as I was unsure if it was possible to do so I did not ask. This is something I will ask and let you know.

I would very much appreciate some further assistance with this, as you mention this is a legal mindfield and what makes it worse is I have never done any form of purchasing before. I wanted to get a bit of a better idea myself before seeking professional legal advice so I am aware of what I am letting my self in for. So any help is muchly apprecaited!

Kind regards,

Pierce Lynch

 

[bwglaw]

Pierce

When you say 'UK-based' do you actually mean in England and Wales, or Scotland, since different laws may apply.

If you need any further assistance I am available if you wish to email me at the email address below.


Jonathan

 

[Ian J]

It's fairly common practice to sell the assets and goodwill of a company rather than the company itself, especially when it's an Administrator or Receiver doing the selling.

It is not something that you should consider without the benefit of professional advice and if you are serious about the venture you should seek advice from a commercial solicitor

 

[pierce.lynch]

Both myself and the other party are registered companies in ENGLAND.

I have also emailed you Jonathan.

 

[bwglaw]

Got your email and will reply tomorrow. Thanks

 

[pierce.lynch]

Hi Ian,

Thanks for your input. That is certainly something I will be going to do in the near future. I am out at the moment to try and get my head round of much of it as possible before I do sit infront of a solicitor and start getting somwhere.

In the case of the party up for purchase - this is not with any recivership or administrators in. It is simply the directors of the company wishing to sell, as mentioned above, the assets and goodwill. Not the company itsself.

But it is good to know this is common practice, and a normal thing to do. Just gathering little bits of information like that reassures me that its a viable option to take and the use of a solictor would be worth while.

Again, thank you for your comments so far - i look forward to some more!

 

[pierce.lynch]

Got your email and will reply tomorrow. Thanks

Perfect - thanks Jonathan, appreciate it.