What to do next
Get your house in order first
Corporate records, contracts, IP ownership, employee terms, and financials all get examined in due diligence. Problems found by a buyer become price reductions or indemnities; problems you fix beforehand don't.
Decide share sale vs. asset sale
In a share sale, liabilities generally travel with the company; in an asset sale, the buyer selects assets and typically leaves liabilities behind. Tax outcomes differ substantially — model both with a lawyer and accountant.
Negotiate the risk terms, not just the price
Representations and warranties, indemnity caps, escrow or holdback amounts, earnouts, and any non-compete you'll be asked to sign determine how much of that headline price you actually keep.
Frequently asked questions
Is a share sale or asset sale better?
It depends on which side you're on and the tax position. Sellers often prefer share sales; buyers often prefer asset sales because they can leave liabilities behind. It's a negotiated outcome.
What is due diligence?
The buyer's investigation of your company — financial, legal, tax, employment, IP, and contracts. Expect detailed document requests and prepare for them early.
What are reps and warranties?
Contractual statements about the business that, if untrue, can make you liable to the buyer afterward. Negotiating their scope, survival period, and liability caps is a central part of the deal.
Will I be asked not to compete?
Almost always. Buyers typically require a non-compete and non-solicit from the seller. Scope and duration should be negotiated, and enforceability varies by jurisdiction.
This is general information, not legal advice. Laws vary by location and every situation is different — speak with a qualified lawyer about your specific circumstances.