Business Share Purchases
Buying shares in a limited company
Private limited companies which are registered with Companies House are able to sell, gift or transfer company shares to other individuals. A company share represents a proportion of the business which you own. Having ownership of a share entitles you to a relative proportion of the company profits.
The process of buying or issuing shares, regardless of the company’s size, can be complicated and time-consuming. Rothera Bray Solicitors are trained in all the areas surrounding the sale and buying of shares.
With an experienced team of solicitors at your side, you will find the process easy, simple and quick. We ensure the process is communicated to you in simple terms so that you understand everything that is going on.
How do company shares work?
Shares represent a portion of the company. The number of shares that a company has will depend on how many shares were created when the company was registered with Companies House. The minimum number of shares a company has is one. There is no upper limit on the number of shares a company has.
Usually, companies will have an even number of shares to make it easier to divide among shareholders.
The best way to imagine how shares work is like a cake. Each slice of the cake is a piece of the whole cake. The cake itself can be divided up equally – halves, quarters, eighths. Or it can be cut up unequally – e.g. one third and two thirds.
Shares work in the same way. A company can be divided up and shared equally or unequally between different shareholders.
What needs to happen to buy shares?
To buy shares in a company either an existing shareholder has to give up or sell their shares, or the company will need to create new shares. However, the creation of new shares will impact the shares already in existence as the total always has to be 100%.
If you are buying the company through share purchase, it is likely that you will be buying all the existing shares of the company. This will grant you full ownership of the business, its assets and liabilities.
How much does it cost to buy shares?
The price of shares in a private company will depend on many factors such as previous performance and predicted future profit performance. It could also depend on the purpose of you buying shares. Is it because you are investing in the company, or potentially buying the company outright.
On the other hand, shares in a private company do not even need to be bought. Shares can be gifted to individuals by existing shareholders.
For example, you may want to give part ownership to a family member. Alternatively, you might look at gifting strong performing employees with some shares as a reward.
What is the process of buying shares?
The process may differ slightly depending on whether you are looking to invest in a company, take part ownership of a company or take full ownership of a company. However, the usual process included the following steps:
- The parties involved will often negotiate the basic terms of the deal which is sometimes set out in writing using “Heads of Agreement”. This is a document in which both parties agree;
- We will work with you to consider and plan for the future and carry out enquiries and searches where applicable;
- The seller will often require a non-disclosure agreement/confidentiality undertaking;
- The buyer will carry out Due Diligence to obtain various information relating to the company being purchased; if we are acting for the buyer we can help to prepare a detailed list of questions to send to the seller’s solicitor and keep a detailed record of the answers and documents received;
- The buyer’s solicitor will usually prepare a draft of the Share Purchase Agreement which will be forwarded to the seller’s solicitor for their review, which may undergo several revisions as the negotiation progresses;
A Disclosure Letter is drafted by the seller and negotiated between the seller and the buyer. This aims to bring any potential problems to the buyer’s attention by stating any matters that the seller knows of.
Why use Rothera Bray for share purchases?
Advice will be given to you on all legal aspects of share purchases.
Throughout the due diligence process, you will get direct help in making enquiries to gather information about the company you wish to purchase sales from.
By listening and working with your individual needs, we will provide you with tailored advice and help in negotiating and structuring the right deal for you.
During your share transaction, you will be kept updated on the progress.
We will liaise with your professional advisers to ensure that the documentation is drafted clearly, fully and accurately.
Selling Shares in a Business
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“We’ll explain the best options for when buying business shares, and make the process stress-free as possible.”
Richard Hammond
Partner
stars
Posted 25 February 2026
Great experience with Ellie from the Derby office. Her communication was great throughout, keeping me informed and explaining everything clearly. She was professional, supportive, and I particularly liked the regular structured updates.
Hannah Nesbitt
stars
Posted 24 February 2026
We recently used Rothera Bray for support with a commercial lease on our new offices and had an excellent experience from start to finish. As a charity, choosing the right solicitor was really important to us, and we approached them based on their strong local reputation. We worked with Marneya, who was fantastic throughout the entire process. He was incredibly responsive, always quick to answer emails and calls, and he went out of his way to ensure all of our questions were fully addressed. There were some unexpected changes and Marneya handled them calmly and efficiently. He liaised directly with the landlord’s solicitor and made sure everything was completed to the highest standard. Most importantly, he took the time to clearly explain every aspect of the lease so we felt confident and fully informed before signing. He was approachable, friendly, and professional at all times. We wouldn’t hesitate to use his services again and highly recommend him to others.
Julia Synnott
stars
Posted 23 February 2026
Life-saver, Lauren was brilliant. She offered quick, thorough advice that completely turned my situation around. She was understanding, engaged and direct throughout all of our conversations, and I can't recommend her more.
Employment client
stars
Posted 23 February 2026
Very professional. Very approachable. Set my mind at ease during this difficult transition of switching jobs. I will recommend your firm to my contacts and once again, thank you.
Christian Thompson
stars
Posted 23 February 2026
We were very impressed with the excellent service from Ellie & her team! They were prompt, informative & helpful from the very beginning, keeping us advised throughout the process & making our home purchase a pleasure. If we could give them 10 stars, we would! Highly recommended!
Craig Dunn
stars
Posted 20 February 2026
Absolutely delighted with Rothera Bray. Their services were quick and smooth. Sally was amazing throughout the whole process. Thankyou so much. Will definitely recommend to others and use Rothera Bray in the future again. Outstanding service! And so quick! Definitely worth the money.
Sady S
stars
Posted 20 February 2026
Sallie Poultney handled all of the work on my mother's and father's estate, and some of the other team there were involved where needs - e.g. on trust matters and handling the sale of their house, and it's all been very efficient and expertly handled. I would recommend the team there unequivocally.
Piers Wilson
stars
Posted 20 February 2026
Sara and Akeeta looked after our case when we were buying a property. They were both super helpful, polite and fast to respond, and helped chase other people when there was problems in the chain. Would recommend Rothera Bray to anyone, we’d definitely use them again!
Nadia Williams
stars
Posted 19 February 2026
Many thanks to the conveyancing team in Beeston for the advice and work with the house sale especially after the change of the buyers solicitor at a very late stage. The proceeds were paid very promptly into my account. Thank you Sandy and the team for all the help.
Chris Bradbury
stars
Posted 19 February 2026
Big thanks to Ellie for the super professional and friendly way she managed the selling of our house! She held our hand during the entire nerve-wrecking process we had to go through for the past year, sorting all the issues the buyers kept raising in the most absurd way, and she never lost the positive attitude and confidence that things will turn out fine! Ellie made sure we had all our documents in order and on time. If all solicitors were doing their jobs as well as she does, clients would have zero headaches!
Ana-Maria
stars
Posted 14 February 2026
We used Rothera Bray for the selling and buying of our property. The level of service received was great, with responses to emails and calls being quick (from Joanne and Nirvair). We asked Rothera Bray to meet quite a tight deadline as we wanted to be in our new house before Christmas, and they were very quick in ensuring everything was met for us to do so. We felt that the service provided (compared to others we have used in the past) was much better. In previous moves, we have often had to chase the solicitors for updates but this was most definitely not the case with Rothera Bray. If you are looking for a Solicitors who are on the ball and very quick to respond and keep you updated, then this is who we would recommend and who we would most certainly use again. Thank you Joanne and Nivair.
Aimee Riddell
stars
Posted 13 February 2026
Jo was warm, welcoming and spoke very clear. It made the course much easier to understand under her guidance. Thank you for a very informative and educational day which I thoroughly enjoyed.
Licensing course delegate
Tim Gladdle
Senior Partner & Head of Corporate
Tim qualified as a solicitor in 1983, giving him 40 years of legal experience. He specialises in advising a wide range of companies on corporate affairs and transactions.
Richard Hammond
Partner & Head of Risk and Compliance
Richard Hammond is a Dispute Resolution specialist and mediator at our Lace Market office in Nottingham. Richard is also a notary public, processing client documents for international use.
Toby Preston
Partner
Toby is a Partner who specialises in corporate law and business affairs. He has been a partner for over 10 years and been involved in many high profile acquisitions and disposals. He works mainly from our Leicester and Nottingham branches.
David Tomlinson
Partner, Commercial Property
David is a Partner at Rothera Bray Solicitors. He works from our Derby office and offers clients a wealth of expertise in commercial and commercial property matters.
Erica Hurst
Solicitor
Erica Hurst is a Solicitor in Rothera Bray’s Corporate and Commercial department and is based at our Lace Market office in Nottingham city centre.
Sandeesh Samra
Solicitor
Sandeesh Samra is a Solicitor in our Corporate and Commercial team and is based at our Lace Market office in the heart of Nottingham city centre.
Liam Wicks
Solicitor
Liam Wicks is a Solicitor in Rothera Bray’s Corporate & Commercial department and is based at our Derby office.
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