Buying a company involves asking all the right questions in order to grasp the full picture of what you are buying. Selling a company involves answering a lot of questions, and being prepared to rectify any defects that are uncovered in the due diligence process.
The questions to be answered will vary depending on the nature of the business, but broadly buyers should be curious about, and sellers should be prepared to provide answers and documentation on the following matters:
How many employees are there? Are they capable of running the company without the seller? Do they have written contracts? What are their contractual terms? Does the company have appropriate policies and procedures? Does the company have adequate HR management? Is there a pension scheme? The buyer needs an overall view of the responsibilities they will take on?
Statutory Registers are the documents that show the control and ownership of the company, and the changes that have happened in the company since its incorporation. These important documents act as a chain of title for the shares, but often require updating and clarification, particularly in less formal company structures.
The company accountant is a central player in the sale of a company. The buyer is most interested in the financial workings of the company.
The company premises may be leased or owned. It may be owned by the shareholders separately. It is important to establish the title, and to make the property saleable. A share sale often involves a separate conveyancing process.
The company may have intellectual property, such as trademarks or patents. It may have developed technology, which could be the main asset. Or the company may have licences to use intellectual property. Clarity of IP ownership, and correct documentation will be important to a buyer.
The company will likely own computers and use software, including payroll, email, and admin software. It may have service contracts with IT service providers. The buyer will need to see lists of the IT used, as well as the appropriate contracts and licences.
The buyer will want to know about any recent litigation, conflicts, and insurance claims. When buying a company, the buyer takes warts and all; it is important to know what issues exist, and in some cases these may impact the decision to purchase, may require warranties, or may even impact the purchase price.
The above is provided for information purposes and is not intended as legal advice. We, at Fitzsimons Redmond LLP, would be happy to talk to you about buying or selling a company. Please contact us on 01-6763257.
By Lisa Quinn O’Flaherty
Partner at Fitzsimons Redmond LLP