19th February 2025
The completion process of a deal marks the end of the transaction where ownership of a business is officially transferred from the seller to the buyer.
The completion process ensures that every agreed term is documented, signed, and legally binding. Completion doesn’t just mean a change of ownership, but the beginning of a new chapter for the parties involved.
Joanna Convey, Commercial & Corporate Solicitor at Myers & Co, shares her insights into the key steps involved in the completion process and what happens post-completion.
Understanding the completion process is important for ensuring a smooth transition and successful integration of the acquired business. Here’s what you need to know:
After completion, both parties may have certain obligations to fulfil. For instance, the seller might need to assist with the integration of the business or provide transitional support to ensure a smooth handover. These obligations are usually outlined in the SPA or APA, which might include specific timelines and responsibilities for both parties.
The buyer must ensure that all necessary filings are made in a timely manner. This includes notifying relevant authorities, such as Companies House on a share deal, about the change in ownership and updating the company’s statutory registers. Additionally, the buyer may need to inform regulatory bodies or industry-specific organisations, depending on the nature of the business.
The buyer will begin the process of integrating the acquired business into their existing operations. This may involve aligning systems, processes, and cultures.
Effective communication and planning are essential to ensure a smooth transition. Engaging the seller as a consultant can often benefit employees and suppliers struggling with the ownership change.
Post-completion, the buyer will monitor the performance of the acquired business to ensure it meets the expected outcomes.
Regular reporting and reviews help identify any issues early on and allow for timely interventions. This may involve setting key performance indicators (KPIs) and conducting frequent assessments to ensure the business is on track to achieve its financial and operational targets.
Any issues that arise post-completion, such as discrepancies in the financial statements or undisclosed liabilities, need to be addressed promptly. The SPA or APA typically includes provisions for handling such issues, including indemnities and warranties, but are often subject to time limitations for bringing any claims for breaches.
The completion process of a share or asset deal requires careful planning and execution. By understanding the key steps involved and the post-completion activities, both buyers and sellers can navigate this process more effectively and ensure a smooth transition.
At Myers & Co, our experienced team can guide you through every stage of the acquisition or sale process. For further information, please contact Jo Convey on 01782 525029 or email her at joanna.convey@myerssolicitors.co.uk. Myers & Co has offices in Stoke-on-Trent, Staffordshire.
