Corporate Solicitor UK: Buying & Selling Businesses

Overview

A corporate solicitor is a qualified lawyer who works on business transactions and company law matters. Their work covers share sales, asset sales, mergers, joint ventures, investments, shareholder disputes, and the ongoing legal housekeeping that limited companies need to stay on the right side of the Companies Act 2006.

In the context of buying or selling a business, a corporate solicitor typically runs the legal side of the deal from start to finish. That means drafting and negotiating the sale and purchase agreement, co-ordinating due diligence, dealing with the other side's solicitors, handling Companies House filings, and getting the transaction across the line at completion.

They are different from a commercial solicitor, who focuses on day to day business contracts, and different again from a litigator, who deals with disputes. If your deal is straightforward and low value, you may not need heavyweight corporate support.

If shares are changing hands, if there are multiple sellers, or if the price is material to you, proper legal input tends to pay for itself.

Key steps

1. Scoping the deal and agreeing heads of terms. Before any serious legal work starts, a corporate solicitor will want to understand what is being bought or sold, how the price is structured, and what the commercial logic is. They will often review or draft heads of terms, sometimes called a letter of intent, which sets out the key points the parties have agreed in principle. Most of it is not legally binding, but it sets the tone for everything that follows.
2. Running or responding to due diligence. If you are buying, your solicitor will send a detailed due diligence questionnaire to the seller, asking for information on contracts, employees, property, intellectual property, litigation, tax, and regulatory matters. If you are selling, they will help you gather and present that information in a disclosure bundle. The point is to surface any issues before contracts are signed, not after.
3. Negotiating the sale and purchase agreement. The SPA is the main contract. It sets out the price, the payment structure, any deferred consideration or earn out, the warranties given by the seller, and the indemnities that sit alongside them. This is where most of the legal time and cost goes. A good corporate solicitor will push hard on the points that genuinely protect their client and let the trivial ones go, rather than fighting every comma.
4. Preparing ancillary documents and board approvals. Alongside the SPA, there will usually be a disclosure letter, stock transfer forms, board minutes, shareholder resolutions, service agreements for directors staying on, restrictive covenants, and sometimes a tax deed. A corporate solicitor prepares these, circulates them for signing, and makes sure nothing critical is missed before completion.
5. Completing the transaction and dealing with post completion matters. On completion day, funds move, documents are signed or dated, and ownership formally passes. After completion, your solicitor handles the Companies House filings, updates the statutory books, notifies HMRC where needed, and deals with any conditions that had to be satisfied after the deal closed. This tidy up stage is easy to underestimate but important to get right.

Common questions