A change in ownership is one of the larger decisions a construction business owner will make, whether two partners are separating or the business is passing to the next generation or to key staff.
This checklist sets out the commercial, tax and structural questions our team works through with owners before a change in ownership. The checklist is drawn from Part 2 of our Succession Planning and Equity Structuring Series.
Download a printable copy of all 19 items to work through with your business partner, successor or advisers.
Download the PDF checklistPDF, printable A4.
The checklist covers the heads of agreement, how the business is divided and valued, how the buyout is funded and how the exiting director is released from guarantees and responsibilities.
The checklist covers the successor's role, the tax consequences of the transfer, how the successor funds the buy-in and how ownership is transferred in stages.
Planning for a change in ownership often starts years before the change itself, so the checklist is useful even if a partner exit, a handover or a sale is still some way off.
Each item is written so you can tick it off once it is settled. Section 1 applies to any change in ownership, and sections 2 and 3 cover the two situations discussed in the masterclass.
Most of the work in a change of ownership is commercial and tax work, and settling those questions before the lawyers start drafting usually makes the legal work shorter.
The parties settle who keeps what, how the business is valued and how the buyout is funded, with your accountant or advisory team helping to keep the discussion objective.
The tax outcome and the structure of the transaction are planned before anything changes hands, because the structure cannot be changed after the event.
Your lawyer formalises the agreed terms in the shareholders agreement, the sale documents and any loan agreement.
If you would like to talk through how the checklist applies to your own business, we offer a free consultation with either of the two teams below, depending on where you would like to start.
Our tax and compliance team can work through your structure, your shareholder arrangements and the tax position of a change in ownership with you.
Book a tax and compliance consultationOur advisory team works with construction business owners on the commercial side of a change in ownership, including strategic planning, preparing a business for sale, cash flow planning and incentives for key staff.
Book an advisory consultationThis checklist is drawn from Part 2 of the series, where Phil Brown, Joshua Robertson and Noah Hodgson worked through what happens when two partners separate and how ownership is handed over to the next generation or to key staff. Part 1 covers how partners and key staff are brought into a construction business.