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.”
David Kaplan
Partner & Head of Corporate and Commercial
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Posted 10 July 2026
We were extremely satisfied with the service from Rothera Bray during the process of rewriting our Wills and Side letters. Our Wills are complex and our solicitor clarified the necessary changes and took the time needed to ensure we understood the legalities involved. The service was professional but friendly.
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Posted 10 July 2026
Ellie has been very helpful she was always ready to answer any questions/queries I had. Nothing was too much trouble at all. Ellie’s knowledge & expertise of my situation was extremely good. She kept me informed of time frames making sure I was always updated on my completion etc. I would highly recommend Ellie to my family and friends, a very patient professional who has helped me a lot. Rothera Bray have a wonderful member of their team in Ellie Robinson.
Beverley Wyatt
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Posted 10 July 2026
We had the pleasure of dealing with Rothera Bray for our property purchase and specifically Tim Brooke and his team Craig Allsopp and Nikola Dzierzak. Despite a non-straightforward transaction with multiple titles, Tim and his team were excellent from start to finish, always advising us in a timely manner and doing a really thorough job on all the searches and relevant property matters. Once completion took place, Tim and team stayed engaged to ensure the title registration was complete despite the delays at land registry. We cannot thank Tim enough as at several points we thought the property deal might fall through but with the advice, guidance and attention to detail provided by Tim we got there in the end! Thank you.
Prachi
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Julie R
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The experience was very good, Millie was very knowledgeable, was quick to respond and brought the matter to a successful conclusion.
Stephen Hughes
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Posted 8 July 2026
Lauren provided me with exceptional support and great advice throughout my case. She is incredibly knowledgeable, friendly, and honest, making what was such a stressful process for me much easier to manage. I'd highly recommend her to anyone who might need her services.
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Posted 7 July 2026
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Tim Gladdle
Senior Partner
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 and commercial affairs and transactions.
David Kaplan
Partner & Head of Corporate and Commercial
David Kaplan is a partner in our Corporate and Commercial team and is based at our Derby city centre office. David has been advising businesses for nearly 30 years and is recognised by Legal 500 as a Leading Individual.
Toby Preston
Partner
Toby is a Partner who specialises in corporate and commercial 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 branch.
Liz Mills
Senior Associate
Liz Mills is a Senior Associate in our Corporate and Commercial team and is based at our Derby office. Liz is recognised by Legal 500 as a Leading Associate.
Arron Halait
Associate
Arron is an Associate in our Corporate and Commercial team and is based at our Leicester office.
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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