How to Prepare your business for a successful sale
If you are considering selling your business within the next 6 to 18 months, taking steps to prepare early can save significant time, cost and stress later in the process.
At HSR Law, our Pre-Sale Legal Health Check is a structured review of the key legal, corporate governance and compliance matters that a prospective buyer is likely to examine during due diligence. It is designed to identify gaps, inconsistencies and potential issues at an early stage, giving you the opportunity to address them before a transaction begins.
What is a Pre-Sale Health Check When Selling a Business?
Completing the Health Check allows both you and us to focus on the commercial aspects of the sale rather than dealing with avoidable legal issues during the transaction. Addressing any necessary rectification work in advance can help reduce disruption to management time, minimise stress and avoid delays to the completion timetable. By becoming more sale-ready before a buyer begins due diligence, you can also reduce the risk of issues arising that may affect value, negotiations or deal certainty.
The Pre-Sale Health Check is intended to be a practical, proportionate and cost-effective first step before commissioning more detailed legal, tax or financial reviews.
While we identify common gaps, inconsistencies and red flags that may concern prospective buyers, this is not a full legal due diligence exercise. Where we identify issues requiring specialist advice, we can work alongside your existing advisers or introduce appropriate specialists where required.
What Does the Pre-Sale Health Review Involve?
Our review focuses on five key areas that commonly attract scrutiny during a business sale process.
1. Corporate Records and Company Governance
Accurate corporate records are often one of the first areas reviewed by buyers and their advisers. We review:
- Statutory registers and company books
- Share ownership records
- Companies House filings
- Board minutes and shareholder resolutions
- Approvals relating to key corporate events
We pay particular attention to share allotments, share transfers, option grants, dividends and significant corporate decisions. Our aim is to identify missing approvals, incomplete records, outdated filings or inconsistencies that could raise questions during due diligence.
2. Policies, Procedures and Governance Processes
Well-managed businesses should be able to demonstrate clear decision-making processes and effective governance. We review:
- Key internal policies
- Governance and approval procedures
- Record-keeping arrangements
- Regulatory documentation relevant to your sector
Our focus is not only on whether policies exist but whether they remain up to date and appear to be followed in practice.
3. Employment and HR Arrangements
Employees are often critical to the value of a business, making employment-related issues an important area of buyer scrutiny. We review a sample of:
- Employment contracts
- Consultancy agreements
- Restrictive covenants
- Confidentiality obligations
- Intellectual property provisions
- Bonus and incentive arrangements
We also consider staff policies, holiday records and any atypical arrangements or emerging disputes that a buyer may wish to understand.
4. Property Matters
Where a business owns or occupies property, buyers will want comfort that occupation arrangements are secure and appropriately documented. We review:
- Leases
- Licences to occupy
- Lease renewals
- Consents and permissions
5. Commercial Contracts
Buyers will often focus closely on a business’s key commercial relationships. We review a selection of significant customer and supplier contracts to identify:
- Unusual liabilities
- Termination rights
- Assignment restrictions
- Change of control provisions
- Gaps in contractual protection
We also identify where important business relationships operate without written agreements or rely on outdated contractual terms.
Your Action Plan
Following completion of the review, we provide a practical action plan designed to help prioritise the issues identified. The report will:
- Identify missing, inconsistent or outdated documentation
- Highlight matters likely to concern a prospective buyer
- Prioritise issues by risk and urgency
- Recommend practical remedial steps
- Highlight issues requiring specialist legal, tax, financial or accounting advice
This allows business owners to focus their time and resources on the matters most likely to affect a future transaction.
Selling Your Business? Why Acting Early Matters
Preparing for a sale before due diligence begins can significantly improve the transaction process. Early preparation can help:
- Reduce delays during due diligence
- Avoid last-minute document gathering exercises
- Minimise issues that may negatively affect valuation
- Reduce the risk of renegotiation
- Improve confidence among prospective buyers
- Allow management to focus on running the business
It also provides an opportunity to engage with legal, tax and financial advisers at an earlier stage, helping create a smoother and more efficient sale process.
We do not provide tax, valuation or accounting advice as part of this service. Where specialist input is required, we can coordinate with your existing advisers or recommend appropriate specialists.
Preparing Your Business for a Successful Sale FAQs
Our Pre-sale Health Check is a short‑form and proportionate review of your business. We focus on core records, critical governance and key contracts to identify any gaps and spot any red flags that may hinder your ability to sell your business.
A buyer’s diligence will be wider and deeper however where detailed investigation is advisable, we will bring this to your attention.
If you are looking to sell you business then contact HSR Law‘s Corporate and Commercial team today. Our Pre-Sale Legal Health Check is a structured review of the important legal, corporate governance and compliance matters that a prospective buyer is likely to examine during their due diligence. It is designed to identify gaps, inconsistencies and potential issues at an early stage, giving you the opportunity to address them before a transaction begins.
We would expect the review to be completed within 4 weeks of our client care letter being signed. The rectification timetable and costs will be agreed following the report.
If you are considering selling your business, contact HSR Law’s Corporate and Commercial team. Our Pre-Sale Legal Health Check provides a structured review of the key legal, corporate governance and compliance matters a prospective buyer may examine as part of their due diligence. It can highlight gaps or potential issues early, giving you the opportunity to address them before the sale process begins.
No. Tax, valuation and accounting considerations are outside of the scope of a Pre-Sale Legal Health Check. We will however as pert of the review highlight where specialist input is needed and we can work alongside your existing advisers.
Planning to sell your business? HSR Law can help you prepare with our Pre-Sale Legal Health Check. Our Corporate and Commercial team will review important legal, governance and compliance matters that could come under scrutiny during a buyer’s due diligence. Identifying potential issues early can help you resolve them before they become a complication during the transaction.
If we discover any issues at all whilst undertaking the Pre-Sale Legal Health Checks we will prioritise them, recommend to you practical steps and, where appropriate, suggest a targeted legal or specialist follow up. You remain in control of what to fix, when to fix it, and the budget.
If you are thinking about selling your business, our Pre-Sale Legal Health Check can help you prepare for the process. The Corporate and Commercial team at HSR Law will assess key legal, corporate governance and compliance matters that a buyer is likely to investigate. This can help uncover gaps or inconsistencies early, allowing you to put matters right before due diligence gets underway.
Yes. We can help update registers and filings, regularise approvals, refresh contracts and policies, and coordinate with landlords, counterparties and advisers as required so that your business is in good shape and ready for sale.
Selling a business involves detailed due diligence, so it can be helpful to identify potential issues before a buyer does. HSR Law’s Pre-Sale Legal Health Check is designed to review the legal, corporate governance and compliance matters that may be examined as part of a sale. Our Corporate and Commercial team can help you identify and address any gaps or concerns before the transaction begins.
How HSR Law Can Help
Whether you are planning an exit in the near future or simply want to understand how prepared your business is for a potential sale, our Corporate and Commercial team can help.
Our Pre-Sale Legal Health Check provides a practical assessment of the areas that commonly attract buyer scrutiny, helping you address issues early and approach the sale process with greater confidence.
If you are considering selling your business, contact our Corporate and Commercial team to discuss how a Pre-Sale Legal Health Check can help you prepare for due diligence and maximise transaction readiness.
