Contracts that need consent on a business sale

Create a consent review from the actual customer, supplier, finance, lease and licence documents. The sale structure determines which clauses may be relevant. A share sale can trigger change of control wording, while an asset sale can require an effective transfer of rights and obligations.

Prioritise agreements essential to revenue or operations. Check whether consent can be withheld, whether conditions apply and how long the process may take. Keep the buyer and seller's commercial timetable consistent with third party approvals that neither can guarantee.

Build a contract map for the proposed structure

List material customer, supplier, finance, property, software and distribution agreements. Identify the exact contracting entities and obtain the current signed versions, amendments and incorporated terms. A contract spreadsheet is a starting point, not evidence that the recorded transfer position is correct. Review the actual wording for the proposed transaction, including whether the buyer is acquiring assets or shares.

In an asset sale, distinguish transferring contractual rights from substituting a party responsible for obligations. In a share sale, examine change-of-control provisions even though the company remains the party. GOV.UK distinguishes sale responsibilities by structure. ^[1] Do not assume a clause headed assignment is the only relevant provision; termination, notification, licensing and group-company definitions can also affect continuity.

Prioritise agreements by business consequence

Mark which contracts are essential to revenue or operations on the first day after completion. A low-value software subscription may be critical if it controls bookings or production. Record the consequence of refusal, delay or new commercial conditions. This helps the buyer and seller distinguish a genuine completion dependency from a document that can appropriately be addressed through a planned later step.

For each required approval, identify the decision-maker, notice method, information needed and realistic timetable. Check whether the contract sets conditions or a response process. Do not promise that consent will be granted simply because the relationship is friendly. Obtain appropriate advice on the counterparty's rights and the relevant jurisdiction before treating silence or an informal email from an account manager as sufficient approval.

Coordinate approaches to counterparties

Agree who contacts the customer, supplier or landlord and what information may be disclosed. Uncoordinated approaches can expose a confidential sale or produce inconsistent explanations. Prepare a short transaction description suitable for the particular recipient. Keep the negotiation team informed if the counterparty requests revised prices, security or other conditions that change the economics of the deal.

Record the consent in a form that addresses the actual transaction and parties. Check conditions, expiry and whether an approval covers the final structure if it changes during drafting. A consent to one proposed buyer may not cover a different acquisition entity. Preserve the signed or otherwise appropriately documented approval with the contract and the completion checklist.

Plan for missing consent honestly

Identify alternatives before completion: a delayed transfer, replacement arrangement, condition to completion or another legally reviewed mechanism. Do not assume the seller can simply continue performing for the buyer without checking the underlying agreement, tax, liability and data consequences. An arrangement that works commercially between the parties may still breach the third-party contract if its restrictions are ignored.

Use Business premises in an asset purchase for property occupation and Selling a business with outstanding loans for lender approvals and releases. Keep each consent linked to funding and operational dependencies. If the buyer proceeds with an unresolved item, record the authorised decision and realistic contingency rather than marking consent received in the closing schedule. The distinction matters when the business cannot operate as planned after the transaction completes.

For Business purchase due diligence support, supply the proposed structure, contract index and the agreements most important to continuity. Ask for a consent matrix showing the relevant clause, required action, responsible person and evidence needed. Update it when the buyer entity, asset perimeter or timing changes. After completion, confirm notifications and continuing conditions have been satisfied and transfer the record to the people managing the relationships, not only the transaction archive.

Keep a consent tracker tied to completion readiness

For each material agreement, record the relevant provision, the proposed approach, the counterparty contact and the evidence required to close the item. A verbal indication of support may be useful commercially but should not be confused with the formal consent or document required by the contract.

Review any conditions attached to consent, such as revised security, fees or updated terms, before treating the item as resolved. Feed those changes into the transaction's cost and risk assessment. The completion team should see which relationships are secure, which depend on a final action and which need an agreed alternative. This is more useful than a single spreadsheet column marked contacted with no explanation of the response.

Illustrative scenario

A business relies on a licensed database that cannot be transferred without permission. The asset sale schedule includes the database, but the parties still need to assess the licence and obtain the required consent. They plan an alternative if permission is delayed, rather than assuming completion itself grants access.

Preparation checklist

• List material contracts and the relevant transfer clauses.
• Identify the party and process for each consent.
• Track conditions, fees and expected response dates.
• Record written approval matching the final transaction.