18 February 2026
Whether you're buying your first business or selling one you've spent years building, the legal structure of the deal matters as much as the price. A clear process protects both sides and avoids nasty surprises after settlement.
Asset sale or share sale?
The first decision is what's actually being sold. In an asset sale, the buyer picks up specific assets — equipment, stock, goodwill, leases, contracts — and usually leaves liabilities behind. In a share sale, the buyer takes the whole company, including its history and its liabilities. The choice has significant tax and risk consequences, so it's worth getting advice before you agree on a structure.
Due diligence protects the buyer
Due diligence is the buyer's chance to look under the bonnet: financial records, contracts, leases, employees, intellectual property, licences, and any disputes or debts. A seller who prepares for due diligence early — with clean records and clear answers — almost always achieves a smoother, higher-value sale.
The contract is where the deal lives
A well-drafted sale agreement sets out the price and payment terms, what's included, warranties and indemnities, restraint-of-trade clauses, how employees are handled, and the conditions that must be met before settlement. The detail here is what people rely on if something goes wrong later.
- Confidentiality and an initial heads of agreement
- Due diligence and disclosure
- A formal sale contract with warranties and conditions
- Settlement, transfer of licences/leases, and any handover period
This article is general information only and is not legal advice. Laws change and every situation is different — please contact KD Legal for advice tailored to your circumstances.