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Buying and selling a business
Business sale and purchase solicitors in Scotland
Whether you are buying your first business or selling one you have built over many years, we make the process as straightforward as possible and protect you from liabilities you did not expect.
From heads of terms to handover
Buying or selling a business touches staff, premises, licences and tax. We bring it all together.
Who we help
Even for small businesses, buying or selling in Scotland can be complicated. We act for clients buying and selling limited companies, family businesses, sole traders and partnerships. The businesses we can help with include:
- Hotels and guest houses
- Restaurants, bars and pubs
- Hairdressers and beauty salons
- Retail and convenience stores
- Professional practices
- Trades and service businesses
We work alongside your accountant and any business broker, so everyone is pulling in the same direction.
Asset sale or share sale
One of the first decisions is how the deal will be structured. Sole traders and partnerships can only sell their business assets. With a limited company, the buyer can buy either the business assets or the shares in the company.
- Asset purchaseThe buyer chooses which assets to take, such as equipment, stock, goodwill and the premises, and which liabilities to accept. The seller keeps the company and anything left behind.
- Share purchaseThe buyer takes over the company as a whole, with all its history. This is often more tax efficient for the seller and simpler for contracts.
We explain the effect of each route on price, tax and risk so that you can agree the right structure early. For a fuller comparison, read our guide to asset sales and share sales.
What we handle for you
- Heads of terms and due diligenceAgreeing the main terms and investigating the business before you commit.
- The sale agreementNegotiating the price, payment terms, warranties and restrictions on the seller competing.
- Staff transfersAdvising on TUPE, so employees transfer on their existing terms and the right information and consultation steps are followed.
- PremisesAssigning a lease with the landlord’s consent, granting a new lease, or buying or selling the property itself.
- Licences and contractsTransferring premises licences and key customer and supplier contracts.
- FundingWorking with your lender on loan and security documents.
Protecting you from liabilities
For buyers, our focus is making sure you only take on what you intend to and that you have a remedy if the business is not as described. For sellers, it is limiting your exposure after the sale and making sure you are paid on time.
We also make sure the tax position has been considered with your accountant. A seller may qualify for Business Asset Disposal Relief, which reduces Capital Gains Tax to 18% on qualifying gains from 6 April 2026, up to a lifetime limit of £1 million.
At a glance
- Deal types
- Asset purchases and share purchases
- Staff
- TUPE usually applies when a business is sold as a going concern
- Property
- Most leases need the landlord’s consent before they can be assigned to a buyer
- Licences
- Premises licences can be transferred under the Licensing (Scotland) Act 2005
Buying or selling a business? Tell us about the deal and we will explain the steps, the risks and the likely timetable.
Book a free* consultation0141 471 9166*Free initial consultation of up to 30 minutes.Steps in a typical business sale
- Agree the dealPrice, structure and timing are agreed in heads of terms.
- InvestigateThe buyer carries out due diligence on the business, premises and staff.
- Negotiate documentsThe sale agreement, lease or property documents and any licence transfer are prepared.
- CompleteThe price is paid, ownership passes and staff transfer to the buyer.
Questions we are often asked
How long does it take to buy or sell a business?
Many small business sales complete within two to three months. Timescales depend on due diligence, funding, landlord consent and any licence transfer.
Will the staff transfer to the buyer?
In an asset sale of a business as a going concern, TUPE usually applies and employees transfer automatically on their existing terms. In a share sale, they stay employed by the same company.
What if the business operates from leased premises?
The lease usually needs the landlord’s consent to be assigned. The landlord may ask for guarantees or a rent deposit, so it is best to raise this early.
Can I stop the seller opening a competing business nearby?
Yes. The sale agreement can include reasonable restrictions on the seller competing, approaching customers or poaching staff for a period after the sale.
Do you work with business brokers?
Yes. We are happy to work alongside brokers and accountants and to liaise with them directly.
Get in touch
Speak to a senior business solicitor
Every business matter is different, so we start by listening. Tell us what you are dealing with and we will give you clear, practical advice and an honest view of the likely cost.
Read our Google reviews- Senior lawyers on every matter
- Free* first consultation
- Glasgow based, advising across Scotland
Your legal team
Senior solicitors on every matter
Your matter is handled by experienced solicitors who know Scots business law and will explain your options in plain English.
Billy Smith
Director and Solicitor. Set up the firm in 2010 to deliver legal services better.
Emma King
Director and Solicitor. Joined in 2011 and keeps the firm’s service excellent.
Scott Stevenson
Associate Director. Calm, composed and logical under pressure.
Ciara Young
Associate Director. Trained with the firm from 2019.
Not sure who you need?
Tell us about your matter and we will put you in touch with the right solicitor.