What exactly am I buying?
Clarify whether the proposal is to buy shares in a company, selected assets, a business operation or another defined interest. Ask the seller to describe the transaction in writing. A phrase such as buying the business can hide significant differences in what transfers and what remains with the seller.
List the assets and rights expected to be included: equipment, stock, name, intellectual property, customer contracts, premises rights and records. Identify exclusions explicitly. Do not assume that an attractive brand name includes ownership of the domain, social accounts or software used to operate the business.
Ask the adviser how the proposed structure affects historical obligations, future operation and required approvals. The Companies Act provides relevant company and transaction context, but the answer depends on the documents and facts. Avoid choosing a structure solely because its paperwork appears simpler.
Can the seller transfer what they are offering?
Request evidence of the seller's identity, ownership and authority. For shares, the adviser may need the securities register and relevant agreements. For assets, examine title, finance arrangements, leases and any security interests that could affect transfer.
Ask whether another person's consent is required. A shareholder agreement, lender, landlord, customer or licensor may affect the proposed transaction. Identify the actual contractual provision and the process for obtaining consent rather than accepting a general assurance that everyone will agree.
Keep a list of missing evidence and do not treat possession as proof of ownership. Equipment on the premises may be leased, customer-owned or subject to finance. A domain administered by a contractor may require a separate transfer process even when the seller uses it daily.
Do the financial records support the claimed performance?
Ask for financial statements, current management information, tax records and underlying evidence appropriate to the business. Reconcile material sales to invoices, receipts and bank activity. A seller's summary is a starting point for questions, not a substitute for the records supporting it. Ask the reviewer to identify contradictions and explanations that cannot be substantiated. A useful due-diligence process tests the seller’s account instead of merely organising it into a more attractive report.
Separate recurring trading performance from unusual income, owner-specific expenses and one-off events. Ask how the business would perform under your ownership, including the cost of replacing work currently done by the seller. Do not assume the seller's drawings represent the full cost of running the operation.
Review working capital as well as profit. Customers may owe money that is difficult to collect, stock may be obsolete and suppliers may require settlement soon after completion. Clarify which balances transfer and how they affect the price or the money needed to operate after the purchase.
Which obligations, disputes and commitments need attention?
Prepare questions about loans, tax positions, unpaid suppliers, employee matters, guarantees, claims and long-term contracts. Ask the adviser which obligations are relevant to the chosen structure and what evidence is needed to assess them. A broad seller statement that there are no problems needs supporting investigation.
Identify obligations that are not obvious from a current bank balance. A disputed assessment, warranty commitment or guarantee may affect the transaction even if no payment is currently due. Keep the issue and its potential consequence visible in the review.
Discuss contractual protections and their practical limits. A warranty or indemnity is not the same as proof that the issue does not exist, nor does it guarantee recovery if a claim arises. The adviser should explain how evidence, conditions, price arrangements and contractual protections work together.
Will the key customer and supplier relationships continue?
Identify contracts that materially support the business's value. Ask whether they can be transferred, whether a change of control matters and whether the other party can terminate or renegotiate. Check the actual terms rather than assuming relationships follow the sale automatically.
Review customer concentration. A business may appear to have many customers while relying heavily on one contract or personal relationship with the seller. Ask what evidence supports continuity and whether the proposed handover addresses that dependency.
For suppliers, check credit terms, exclusivity and access to essential goods or systems. The buyer may not receive the same terms without a new assessment. Include any resulting deposit or working-capital need in the funding plan rather than assuming the historic terms remain unchanged.
What happens to employees and the seller’s role?
Take the employee structure, contracts, accrued obligations and relevant disputes to an adviser qualified to assess the employment implications. Ask how the actual transaction affects staff and what consultation, transfer or other processes are required. Do not assume a change of owner allows every employment arrangement to start afresh.
Identify knowledge held only by the seller or a key employee. Ask what training, introductions and operational handover are needed, and whether those people have agreed to participate. A customer list is less useful if no one can explain the work currently promised to those customers.
Define any continuing seller role, including duration, responsibilities, authority and compensation. Keep that arrangement distinct from the purchase price and document how disagreements will be handled. Avoid relying on an informal promise that the seller will always be available after completion.
Which approvals and registrations need separate review?
Check each material licence, registration and permission for its holder, activity, premises and conditions. Ask whether the proposed transaction requires an amendment, new application or consent. Do not assume a registration transfers simply because the associated equipment or company name is included.
Ask whether competition-law notification or other transaction approval needs assessment. The Competition Commission's current threshold page records changes from 1 May 2026 and explains that small mergers can also raise notification questions. Purchase price alone is not the complete threshold test.
The adviser should assess the actual parties, control and financial measures. Avoid calling a transaction exempt merely because the seller describes it as a small business. Keep any required approval or regulatory condition in the completion plan rather than treating it as a post-purchase administrative detail.
How will the price and funding work?
Break the proposed price into the items it covers and identify any adjustment mechanism. Ask how stock, cash, debt and working capital are treated. A headline amount may not represent the total cash needed at completion or during the first months of operation.
Discuss the tax consequences of the proposed structure before agreeing final terms. The treatment depends on the transaction and parties. Do not assume that an asset sale, share sale or transfer of a business automatically receives a particular VAT or income-tax outcome.
Confirm funding conditions and their timing. A finance application is not approved finance, and a conditional approval may still require documents or security. Align the transaction conditions with the actual funding position so that the buyer does not commit to an unsupported completion date.
What should I bring to the first adviser meeting?
| Pack section | Useful material |
|---|---|
| Proposed deal | Offer, price, structure and intended dates |
| Entity and ownership | Registration records and ownership evidence |
| Financial position | Accounts, working capital and debt information |
| Operations | Key contracts, staff, assets and registrations |
| Open questions | Missing records and disputed statements |
Label documents by source and date, and distinguish seller-provided statements from independently verified information. Share confidential material through the agreed process with authorised advisers. The aim is to let the adviser identify the important issues quickly without obscuring missing evidence.
Business structuring advice can help organise the questions and coordinate specialist input. Complete the review before making commitments that depend on unresolved facts. A sensible decision may involve revised terms, further evidence or declining the purchase; preparation does not require proceeding with the deal.
Ask the adviser which unresolved findings could change the price, structure or decision to proceed. Put those questions ahead of minor document corrections, and record what evidence would be sufficient to resolve each material uncertainty.
Sources and review
Checked on 30 September 2026. Use the linked official guidance for current requirements and forms.
- Companies Act 71 of 2008
Sections66 and76 provide board and director-duty context. Task allocation does not amend statutory responsibilities or governance documents.
- Competition Commission: Merger thresholds
Current page states changes from1 May2026 and small-merger notification context. Purchase price alone is not the threshold test.
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