Thinking of Selling Your Business? A Simple Guide to Mergers & Acquisitions in Ireland

Selling your business is one of the biggest decisions you will ever make. Whether you’re planning retirement, changing direction, or simply looking to cash in on your hard work, understanding how mergers and acquisitions (M&A) work in Ireland can help you navigate the process smoothly.

Here’s a step-by-step guide designed especially for small business owners – without the legal jargon. This note assumes a share sale transaction. An asset sale is broadly similar with some notable difference which have covered in a previous article available here.

1. Finding an Agent or Advisor

Before diving in, it’s wise to find a professional to guide you. That might be one or more of the following

• A corporate advisor or agent
• An accountant experienced in M&A
• A corporate transaction solicitor

They’ll help value your business, find potential buyers, advise on structuring to prepare your company for sale and act as your sounding board throughout.

1. Non-Disclosure Agreement

Once you have identified one of more potential buyers, they will want information about your business on which to base an offer to buy.  It is important to get them to sign up to a confidentiality or non-disclosure agreement before disclosing any sensitive business or financial information to them.

1. Negotiating the Heads of Terms

Once you find a buyer willing to make an offer, generally the key commercial  terms of such offer are negotiated at a high level and set out in  a Heads of Terms document (also known as a Memorandum of Understanding, MOU or Offer. This short document outlines the key deal points in principle, like:

• The parties
• How much the buyer will pay including details of any deferred elements of the consideration
• What’s included in the sale (shares, assets)
• Assumptions on which the offer is made
• Any other key commercial terms
• Proposed deadlines for due diligence and completion

It is generally not legally binding (save for provisions around confidentiality) but it sets the foundation of the deal and means less back and forth among legal teams trying to negotiate via the main (and often lengthy) transaction documents.

They often also include exclusivity provisions which prevent the seller from negotiation with any third parties for a defined period.

1. The Due Diligence Process

This is where the buyer looks under the hood of your business.

• The Buyer will issue a Due Diligence Questionnaire: A checklist of questions covering tax, financials, operations, legal issues, employees, etc.
• The Seller needs to respond to the questionnaire and provide supporting documentation such as copies of contracts or accounts..
• Replies and Further Queries: The buyer’s legal and finance advisors review everything and may come back with follow-up questions if they spot gaps or want clarification.

You don’t need to be perfect – no company is! The questions are extensive and it can feel like a lot, but the goal is to build trust and transparency so that the incoming owners are aware of what they are getting into and that there are no surprises down the line that might result in a claim against you.

The buyer’s advisors will write internal reports summarizing what they’ve found: good, bad, or uncertain. The identification of an issue does not necessarily spell the end of the deal. In most cases concerns that arise (e.g. tax liabilities or missing contracts) can resolved before closing the transaction, others  concerns may be subject to specific protections in the documentation or a price adjustment.

1. Drafting the SPA (Share Purchase Agreement)

The SPA is the key legal contract that sets the rules for the sale. It’s where all terms become legally binding:

• What’s being sold
• When payment happens
• What happens if something goes wrong after the sale

The first draft us usually prepared by the buyer and we work closely with the buyer’s team to negotiate and finalise this document.

1. The Tax Deed

The Tax Deed is a side agreement that protects the buyer if any tax issues pop up after the sale that occurred while you were owner of the company. Your accountant plays a vital role here reviewing tax risks, suggesting limits and safeguard and making sure you don’t take on unnecessary liability.

1. The Warranties Meeting & Disclosure Letter

The SPA will include an extensive list of warranties which are promises about your business. (e.g., “There are no hidden debts” or “All taxes have been paid”).

To protect yourself:

• You’ll sit down in a meeting with our Corporate team to go through each warranty. They are expressed in absolute terms so you will need tell us where they any are untrue. For example, a warranty may say “No employee is undergoing a disciplinary process”. If you are aware that an employee has been given a verbal warning and a written warning, we will record this and disclose it a document called a disclosure letter.

• The warranties will cover the same ground as the due diligence questionnaire. Although you will have provided information to the buyer you need to review the warranties and disclose against them as if the buyer knows nothing.

• When making a disclosure for the purposes of the Disclosure Letter, it is always better to over disclose rather than under disclosure.

• This is because the disclosure letter acts like your legal shield. If you’ve disclosed something properly, the buyer can’t later claim for breach of warranty against you for that issue after closing.

8. Drafting Ancillary Documents

Besides the SPA, Disclosure Letter and Tax Deed, our team will draft other supporting documents that can include:

• Board resolutions approving the sale
• Resignation letters from directors
• Share certificates and stock transfer forms
• Employment or consultancy contracts for the sellers
• IP licences… there are many more possibilities.

9.Transfer of Money & Completion

At last, Completion Day! That’s when:

• Documents are signed and exchanged
• The buyer transfers the completion money

• Ownership officially changes hands

Pop the champagne, because you’ve just sold your business!

Final Thoughts: Don’t Go Through It Alone

Selling a business isn’t just about handing over the keys. It’s a complex legal, financial, and emotional journey. Surround yourself with trusted professionals, ask questions often, and don’t be afraid to take your time. If you would like to include us as part of that trusted team, contact Rebecca Devonport on rdevonport@reddycharlton.ie.