The Structure Decides Everything

Asset sale or share sale determines the tax, the liabilities, the employees and the consents — and most sellers agree it in heads of terms before they have taken advice. Business sales and acquisitions in Ireland, for buyers and sellers.

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45+

Years, Established 1981

Buyer

& Seller Advice

Asset

& Share Sales

Fees Agreed

in Writing at the Outset

Signing Is Not the End

A seller’s real exposure frequently begins at completion rather than ending there. Personal guarantees nobody thought to have released. Deferred consideration payable out of a business you no longer control. Warranties you gave without a proper disclosure letter behind them. Covenants drawn too widely to enforce, or too tightly to live with. The deal is the easy part; what survives it is where sellers get hurt.

What Survives Completion →

Where the Questions Arise

Twelve areas, written as proper guides rather than brochure pages — because most people sell a business once, and the decisions taken early are the ones that cannot be revisited.

Selling a Business

The sequence in order - and the things worth fixing before you go anywhere near a buyer.

Asset Sale or Share Sale?

The structural fork that decides tax, liabilities, employees and consents. Usually agreed before anyone takes advice.

Buying a Business

What to insist on, what to price for, and the findings that should make you walk away.

Heads of Terms & Exclusivity

What binds, what does not - and what granting exclusivity actually costs a seller.

Due Diligence

What gets asked for, what it uncovers, and how to have your business ready for it.

Warranties, Indemnities & Disclosure

The seller’s real exposure - and why the disclosure letter is the protection, not the annex.

Deferred Consideration & Earn-Outs

Being paid later out of a business you no longer control, and how that goes wrong.

Employees

They transfer automatically on an asset sale. They are unaffected on a share sale. That distinction matters enormously.

Leases & Landlord Consent

The routine deal-killer nobody puts in the timetable until it is already late.

Contracts & Change of Control

Customers, suppliers, banking, leasing, franchise and licences - who has a veto you did not know about.

Restrictive Covenants

What a seller can and cannot be stopped from doing next, and where covenants fail.

Completion & After

Getting released from guarantees, escrow, and the obligations that outlive the deal.

Selling to Retire? You Have Two Problems, Not One.

A large share of Irish business sales are retirement exits, and those clients need a deal and a plan for what happens to the proceeds. Richard O’Shea is a TEP of the Society of Trust and Estate Practitioners and the firm runs a substantial estates practice alongside this transactional work, so the succession questions get addressed rather than left for later — wills that reflect a completely changed asset position, provision for a spouse and children, and the structuring conversation that should happen with your accountant before the deal is agreed rather than after the money lands.

Retiring and selling the business →

The Sequence, in Order

1. Get the structure right. Asset or share, decided with your accountant on the tax, before heads of terms rather than after. 2. Get the business ready. Accounts current, contracts written and assignable, lease in order, IP and domains owned by the company rather than by you personally, personal guarantees identified, key-person dependency reduced. This is where price is won and lost. 3. Heads of terms. Short, and read properly — particularly the exclusivity clause. 4. Due diligence. The buyer looks at everything; what they find changes the price or the warranties. 5. The agreement and the disclosure letter. The second of those is the seller’s protection and deserves more time than it usually gets. 6. Consents. Landlord, bank, lessors, key customers — start early, because these set the timetable rather than following it. 7. Completion, and after. Guarantees released, retentions tracked, covenants understood.

Check your structure in two minutes →   Check your readiness →

Acting Across Ireland

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Richard O’Shea — Solicitor & TEP

Solicitor at Mary Molloy Solicitors, established 1981, and a TEP of the Society of Trust and Estate Practitioners. The firm acts for buyers and sellers on business sales and acquisitions — structure, heads of terms, due diligence, the sale agreement, warranties and disclosure, completion and what follows it. Because a substantial share of Irish business sales are retirement exits, the firm’s estate and succession practice sits alongside the transactional work: the deal and what happens to the proceeds are usually the same client’s problem. Nothing here is tax advice — structure is tax-driven and that belongs with your accountant and Revenue, before heads of terms are signed. 01 5827148 · richardoshea@marymolloysolicitors.com · LinkedIn

Business Sales & Acquisitions - FAQs

It is the first question and it decides almost everything else, which is why it should not be settled casually in heads of terms. On a share sale the buyer acquires the company itself, so the company keeps its contracts, its licences, its employees and its liabilities - including the ones nobody has found yet. On an asset sale the buyer takes selected assets and generally leaves liabilities behind, but each contract, lease and consent has to be dealt with individually, and the employees transfer automatically by operation of law. Buyers usually prefer asset sales; sellers usually prefer share sales. The deciding factor in practice is very often the tax treatment, and that is a question for your accountant - it should be answered before heads of terms are signed rather than after, because reversing the structure later is expensive and sometimes not possible.

General information, not legal advice. This website contains general information about Irish law on business sales and acquisitions. It is not legal advice and does not create a solicitor—client relationship. Every transaction turns on its own facts — the structure, the documents, the parties, the consents required — and advice on yours requires a consultation.

Nothing here is tax advice, and tax drives structure. The choice between an asset sale and a share sale is very largely a tax question, and it should be settled with your accountant or tax adviser, and by reference to Revenue’s own guidance, before heads of terms are signed rather than afterwards. This firm does not advise on tax, does not state rates, thresholds, reliefs or conditions, and does not indicate any tax outcome.

No valuation advice. This firm does not value businesses, does not suggest multiples and does not advise on price. Valuation is for accountants and corporate finance advisers, and it is a separate exercise from the legal work.

Never both sides of the same deal. The firm acts for buyers and, in separate transactions, for sellers — but never for both parties to the same sale. Conflicts are checked at first contact, before any substantive discussion, which is why the first email should name every individual and entity involved.

No outcome or timeline is promised. Nothing on this site states or implies that a transaction will complete, that a consent will be obtained, that a warranty claim will succeed, or that any deal will proceed to a particular timetable. Where another jurisdiction is involved, the law of that jurisdiction applies to what happens there and requires local advice; this firm advises on Irish law only.

Fees. Fees are agreed in writing with the client at the outset. In contentious business, a solicitor may not calculate fees or other charges as a percentage or proportion of any award or settlement.