Business Share Purchases

Specialist advice for business share purchases

Legal advice on buying shares

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. Our 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.

Contact our Corporate and Commercial team
Share purchases

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 our lawyers 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.

The process is similar if you’re selling shares:

Selling shares in business
Rothera Bray's Corporate team

Why use us 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’ll work with your professional advisers to ensure that the documentation is drafted clearly, fully and accurately
We’ll explain the best options for when buying business shares, and make the process stress-free as possible.
David Kaplan
David Kaplan

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Corporate Services reviews

March 14, 2025
Liz Mills was absolutely phenomenal in all aspects of the work from her truly encyclopaedic knowledge and commercial approach. I genuinely felt comforted by Liz's involvement and her well timed sense of humour along with everything else provided made an enormous difference.
- Tom Evans
November 18, 2024
Excellent service, amazing people. I used Rothera Bray for the sale of my business. I dealt with Marneya Chauhan and Liz Mills. I cannot fault them. Both of them were quite simply outstanding. I would whole- heartedly recommend them and the firm to anyone needing Legal advice or selling their business.
- Dilesh Naran
February 26, 2024
We are thrilled to have completed the sale of our company! We received a professional service throughout the process and the Rothera Bray team were fantastic. They supported us through the whole transaction, which was a long and arduous process. They were informative, reliable, and directed us through the minefield that is “due diligence”. We felt comfortable asking questions which may have seemed obvious to Rothera Bray but not to us. We have no recommendations for improvement. A huge thank you to the team!
- Kim and Indy Gill
February 26, 2024
We are thrilled to have completed the sale of our company! We received a professional service throughout the process and the Rothera Bray team were fantastic. They supported us through the whole transaction, which was a long and arduous process. They were informative, reliable, and directed us through the minefield that is “due diligence”. We felt comfortable asking questions which may have seemed obvious to Rothera Bray but not to us. We have no recommendations for improvement. A huge thank you to the team!
- Kim and Indy Gill
July 31, 2023
Billy understood our requirement from the get go and really nailed down on what we needed in our commercial agency agreement. Billy kept us informed every step of the way and showed great professionalism. We would recommend his services to any start-up business who is in need of legal advice and guidance with commercial contracts.
- Axl Barber, Sales Director of Rightbox Ltd
July 31, 2023
We are in the middle of launching our own packaging agency and contacted Rothera Bray for some professional legal advice with regards to contracts. After an initial call with Billy, he made it clear what we needed and asked plenty of questions to understand what it was we needed. He was very responsive to our questions, whether it be over the phone or via emails and made the process really simple. We had little experience in this area so it was fantastic to work with Billy, who explained everything concisely. We were also really pleased with the quick turnaround and great value offered. Would thoroughly recommend working with Rothera Bray.
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June 5, 2023
After trying, unsuccessfully, several times to find the right firm with the expertise to help me with my matter, Rothera Bray stepped up and delivered. Sandeesh was very knowledgeable, she informed me of all my options in terms I could understand, and she guided me through a legal minefield with great care and attention. I felt confident in being able to ask questions and received helpful guidance on my matter. The staff at Rothera Bray are knowledgeable, helpful, and very reliable and always work with diligence and attention to detail. Their ability to work quickly helped me to successfully meet my deadline.
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