> Sale of Companies with Commercial Liabilities

Sale of Companies with Commercial Liabilities

We act for directors and shareholders of UK limited companies that carry commercial liabilities, arranging the sale of the company by share transfer under the Companies Act 2006.
Transacted on the basis of:
What we do

Selling a Limited Company That Carries Commercial Liabilities

If your company owes money it cannot clear from trading, a sale is one of the routes open to you. Nexa Capital Partners acts for the outgoing shareholder. We assess the company, put it in front of acquirers whose criteria it fits, and manage the transaction through to completion at Companies House.

The acquirers we work with are established trading entities that hold assets, not shelf companies. Consideration is negotiated case by case against the creditor position, and the terms are set out in writing before anything is signed.

A company is a separate legal person from its shareholders. On a transfer of shares under the Companies Act 2006 the entity is unchanged — its assets, contracts and obligations continue as before, and its liabilities remain obligations of the company. What changes is who owns it.

What a share sale does not do: it does not release a personal guarantee you have given, and it does not affect your own position as a director in respect of the period before completion. Any adviser who tells you otherwise is wrong, and we would rather you heard that from us at the outset. See Important Information for the detail.

Liability profile

The Liabilities Our Acquirers Will Take On

Substantially every category of commercial obligation held at company level falls within scope.

HMRC Arrears — VAT, PAYE and Corporation Tax

Bank Facilities, Overdrafts and Term Loans

Trade Creditors and Supplier Balances

Asset, Equipment and Lease Finance

Commercial Rent Arrears and Property Obligations

Judgment Debt and Enforcement Action

Request a Confidential Assessment of Your Company

Transaction process

A Four-Stage Process on an Accelerated Timetable

We act for companies registered anywhere in England, Wales, Scotland and Northern Ireland. Every discussion is conducted confidentially, and no assessment or offer carries a cost to the outgoing shareholder.

01 — Preliminary assessment
Review of the latest accounts, creditor schedule and correspondence with HMRC or enforcement agents
02 — Indicative offer
Evaluation of the creditor profile and balance sheet position, followed by written heads of terms
03 — Documentation
Consideration agreed and shares transferred under a share purchase agreement
04 — Completion
Statutory filings made at Companies House and company records transferred
Scope

Our mandate extends to obligations held by the company. It does not extend to obligations held by individuals. Personal mortgages, personal loans and overdrafts, personal credit cards, council tax and personal tax liabilities unconnected to the company fall outside scope in all circumstances. Where an exposure is personal rather than corporate, we identify that at the preliminary assessment and decline.

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