Buying a Small Business in the UK - A Quick Reference Guide

give up and they will not see the transaction ever completed and move to another Buyer or Seller, they think they can get a result with. However, business sales should not be a pressure cooker as they go on for many months and people would become exhausted. They should, however, move at a reasonable pace with each side responding in a timely manner to keep the process going.

Bank Issues

There are many bank issues that can hold up a transaction. These can be a transfer of any loans with the change of ownership, the Buyer’s lender nitpicking and taking forever to approve the lend for the transaction, releasing the mortgage on properties, the bank approving the transfer of credit lines and invoice financing, liens being removed from the company at Companies House (we have seen debt that was paid decades ago still not cleared in the public record), etc. These are all issues that have to be dealt with for a transaction to complete. The mitigation is to identify them early and start the process, knowing the speed of the bank is a limiting factor.

Government Issues

There are many issues I am grouping into a category called 'government' that can stall or stop a transaction. Everything from business licensing issues, personal licensing requirements, zoning and permits. But also outstanding legal issues and fines, back taxes, unresolved government court cases and investigations, etc. As always, mitigation is done by identifying these early and assessing the likelihood of resolution before too much cost is incurred in the process. If any of these items are left unresolved, there is also the possibility for a Seller to give warranties that if there is any kind of financial impact in the future, they will be covering the cost, usually as an offset to deferred payments.

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