A large share of Irish business sales are retirement exits. Those sellers have a transaction to complete and, immediately afterwards, a completely different estate to plan for — and the second problem is routinely left until long after the money has landed.
The Estate Changes Overnight
Before the sale, the principal asset is an illiquid trading company. After it, the principal asset is cash or investments. That is not a cosmetic change and it matters for several reasons at once. A will drafted when the main asset was a trading business frequently makes no sense afterwards — it may leave “the company” or “my shares in the business” to a particular child, when neither exists any more. Provision that seemed balanced when one child worked in the business and others did not may become unbalanced, or arbitrary, once everything is liquid. Provision for a spouse changes shape entirely. And the practical accessibility of the estate changes: an illiquid company was hard to divide, whereas cash is easy — which removes an old constraint and introduces new questions about what is actually fair. None of that is urgent in the way a completion deadline is urgent, which is exactly why it gets postponed — and why sellers should raise it while the deal is in progress rather than promising themselves they will deal with it afterwards.
What to Deal With, and When
During the deal: the structuring conversation with your accountant, which should cover the sale and what happens to the proceeds as a single question rather than two — this firm does not advise on tax, and that conversation belongs with them and with Revenue before the structure is agreed. At completion: the ordinary post-completion discipline — diary the retention release, deferred payments, warranty periods and covenant expiry, and chase the guarantee releases that were promised but not delivered on the day. Immediately afterwards: new wills on both sides, reflecting the changed asset position and the actual family circumstances; enduring powers of attorney, which are worth doing at the same sitting; and a considered view on provision between children where the business had been the intended inheritance of one of them. That is estate work rather than deal work, and it is the part a transactional-only approach leaves undone. Richard O’Shea is a TEP of the Society of Trust and Estate Practitioners and the firm’s estates practice runs through probatesolicitordublin.ie, so both halves are handled in the same conversation.
The sentence worth remembering: the sale converts an asset nobody could easily divide into one anybody can. That is a good thing commercially and a genuine question for the estate plan.
Selling to retire? 01 5827148.
Richard O’Shea — Solicitor & TEP
Solicitor at Mary Molloy Solicitors, established 1981, and a TEP of the Society of Trust and Estate Practitioners. The firm acts for buyers and sellers on business sales and acquisitions — structure, heads of terms, due diligence, the sale agreement, warranties and disclosure, completion and what follows it. Because a substantial share of Irish business sales are retirement exits, the firm’s estate and succession practice sits alongside the transactional work: the deal and what happens to the proceeds are usually the same client’s problem. Nothing here is tax advice — structure is tax-driven and that belongs with your accountant and Revenue, before heads of terms are signed. 01 5827148 · richardoshea@marymolloysolicitors.com · LinkedIn
General information, not legal advice. This website contains general information about Irish law on business sales and acquisitions. It is not legal advice and does not create a solicitor—client relationship. Every transaction turns on its own facts — the structure, the documents, the parties, the consents required — and advice on yours requires a consultation.
Nothing here is tax advice, and tax drives structure. The choice between an asset sale and a share sale is very largely a tax question, and it should be settled with your accountant or tax adviser, and by reference to Revenue’s own guidance, before heads of terms are signed rather than afterwards. This firm does not advise on tax, does not state rates, thresholds, reliefs or conditions, and does not indicate any tax outcome.
No valuation advice. This firm does not value businesses, does not suggest multiples and does not advise on price. Valuation is for accountants and corporate finance advisers, and it is a separate exercise from the legal work.
Never both sides of the same deal. The firm acts for buyers and, in separate transactions, for sellers — but never for both parties to the same sale. Conflicts are checked at first contact, before any substantive discussion, which is why the first email should name every individual and entity involved.
No outcome or timeline is promised. Nothing on this site states or implies that a transaction will complete, that a consent will be obtained, that a warranty claim will succeed, or that any deal will proceed to a particular timetable. Where another jurisdiction is involved, the law of that jurisdiction applies to what happens there and requires local advice; this firm advises on Irish law only.
Fees. Fees are agreed in writing with the client at the outset. In contentious business, a solicitor may not calculate fees or other charges as a percentage or proportion of any award or settlement.