What to Prepare When Selling a Business

Last Updated: July 21, 2010

4b) The Sellers Checklist

Below is a sellers checklist to help you determine what documentation and other information you will need to provide for the potential buyer. Most of this information will be reviewed by the potential buyer during the due-diligence period (explained later) but it will show good organisation if you have the required information at hand once asked for.

Note: The checklist is for guidance only and some of the items on the list may not be applicable to your business. The following checklist has been provided by Byabiz.

1. STATUTORY MATTERS (COMPANIES ONLY)

1.1 Statutory books

1.2 Certificate of incorporation and any certificates on change of name

1.3 Memorandum and articles of association

1.4 Business or trading names used

2. SHAREHOLDERS (COMPANIES ONLY)

2.1 List of all shareholders together with shareholdings 2.2 Details of any outstanding share options and any other agreements affect the share capital 2.3 Shareholders’ or subscription agreements relating to the Company

3. ACCOUNTS, FINANCE AND TAXATION

3.1 Audited accounts and/or other financial statements for the last three years 3.2 Details of all indebtedness including overdraft arrangements 3.3 The date to which tax returns have been made, and any relevant correspondence with the Inland Revenue

4. CONTRACTS AND TRADING ARRANGEMENTS

4.1 All agreements relating to major customers 4.2 All agreements relating to major suppliers 4.3 Agreements which contain a “change of control” provision 4.4 All agreements entered into otherwise then in the ordinary course of business and at arm’s length 4.5 All joint ventures, consortiums or partnerships 4.6 All standard terms of business

5. INSURANCE

5.1 All insurance policies and details of any claims made within the past five years

6. REAL PROPERTY AND ASSETS

6.1 List of properties owned or occupied with details of use, ownership, rateable value, mortgages and sub-lettings 6.2 In relation to leasehold properties, copies of lease with details of rent and rent review date 6.3 List of all major items of plant, machinery and equipment, including all vehicles 6.4 List of all other fixed assets 6.5 Details of any assets used in the business but not owned by the business

7. INTELLECTUAL PROPERTY

7.1 Detail of patents, trademarks, registered designs and copyrights (together, “the IP”) used or owned by the business together with licenses and arrangements thereon 7.2 Details of any disputes in respect of the IP

8. ENVIRONMENTAL/HEALTH AND SAFETY

8.1 All licenses, authorisations, consents or other permits in relation to the business or premises 8.2 Any environmental audit carried out at any premises used or owned by the business 8.3 Current health and safety policy and the last safety audit

9. EMPLOYEES/PENSIONS

9.1 Management structured diagram and list of all employees together with employee heads of terms 9.2 All employee contracts in respect of employees whose total annual remuneration including all benefits exceeds [£25,000] 9.3 All other agreements with employees relating to benefits and share options 9.4 Standard terms and conditions together with any employee hand book 9.5 Details of any company pension arrangements or schemes in place together with list of employees participating therein

10. LITIGATION

10.1 Details of any existing, pending or threatened arbitration or litigation together with amounts involved

11. INSOLVENCY

11.1 Details of the appointment of any administrator, receiver, or administrative receiver in respect of undertakings or assets 11.2 Details of any partition, order or resolution for winding-up 11.3 Details of any resolutions, proposed or past, in respect of any voluntary arrangement