Do shareholders pay the costs associated with selling a business or is it a business expense?
The costs of appointing a specialist sell-side corporate finance advisor are usually split into two components. The initial consultancy fee, typically paid in instalments, is a fixed amount. It is considered to be a cost for the business, as the work carried out is by definition exploratory in nature and to the benefit of the business, with no certainty of outcome.
The second component is usually a success fee, payable only on the sale of the business. This component is fully contingent on a sale, and is calculated and paid as a percentage of the value attributable to the company shares. Therefore it is considered a shareholder cost, which is typically paid as part of the proceeds distribution when the shares are sold.
Legal, accountancy and tax considerations
Beyond corporate finance advisor fees, there are other professional fees payable. Additional costs will likely include fees associated with your corporate lawyer and your accountant, to support in some aspects of Due Diligence (DD) and to respond to key aspects of the Share Purchase Agreement (SPA), including accounting and tax warranties and a completion accounts schedule. Depending on the structure of the transaction, you may also need to appoint a tax advisor.
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