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If you’re thinking about selling a business it’s probably a good time to get your corporate house in order! Read on to find out best practice of doing so as well as a few pointers to help you get organised and ready in general.

Skeletons in the cupboard

If you have any, don’t hide them – it doesn’t work. Take control instead: get them out of the cupboard purposefully and early, and meet the issues head on.

Corporate information

You need to be on top of the fundamental stuff: know and understand your ownership structure and group structure (if any). Know your shares, your shareholders, share classes and share options too. Know what you’ve done in the past and double check that critical issues like share buybacks (more on that in a future post) and dividend strips have all been done properly.

Don’t know where the statutory books are? Find them and make sure they are properly written up (more on that one in a future post as well).

Assets and liabilities

Make sure you understand these at your most recent year end and the current position too. Know what your reserves were at the time dividends were declared and paid. Know what your borrowings are, what security has been granted and on what terms.


Know what premises are owned and/or occupied by your business and whether freehold or leasehold. Know the current use of the premises, whether it is permitted, and gather copies of all the relevant documents so you have them ready.

Intellectual property

Identify and clarify the ownership of any IP, be that trademarks, design rights, rights of invention, copyright, know how etc. And don’t forget (because it’s easy to) your website, domain names, email addresses and all information relating to your brand, business and goodwill.


Know your employees, their details, whether there are any issues, disputes or on-going claims. Make sure that staff handbooks and contracts of employment are up to date and (if not) know what needs to be done to sort them out. If you have a company pension plan ensure it is compliant and information on it is ready to hand.


Know your major contracts, who they are with, and their main terms. Have copies ready and close to hand.

Don’t leave this stuff to the last minute. Do sort all this stuff out and in a timely fashion. Getting your house in order is good practice anyway, whether you sell or not. You will look organised, efficient and professional and will give the message that your business is a valuable one.

If you require any further corporate advice please contact Peter Robinson (Partner, Corporate) who will be delighted to help on 0191 212 7779 or email

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