Selling to a son, a daughter or the management team removes the hardest part of a sale — finding a buyer who understands the business. It introduces three problems that arm’s-length deals do not have, and they are the ones that go wrong.
Funding, Documentation, and the Relationship
Funding is the real obstacle. A family member or management team rarely has the money outright, so the price is typically met through borrowing, through the business itself over time, or through deferred consideration. Each has consequences: a lender will have requirements and a timetable of its own; deferred consideration means the seller is a creditor of a business they no longer control, and needs security rather than goodwill; and structures where the company funds its own acquisition raise questions under company law that need proper advice rather than assumption. Documentation is the thing everyone wants to skip, because the parties trust one another and formality feels like an insult. It is precisely why it matters: the deal will outlive the current goodwill, memories differ, circumstances change, and the people who most need a clear written record are the ones who feel least need of it. A proper agreement is not a statement of distrust; it is what prevents a commercial disagreement in five years becoming a family rupture. And the relationship survives the deal, which arm’s-length transactions do not have to manage.
Fairness Between Children, and the Tax Point
In a family transfer, the business is usually the largest asset, and passing it to the child who works in it raises the question of provision for the children who do not — a question best answered at the same time as the transfer rather than left to a will nobody has revisited. That is genuinely succession work rather than deal work, and it is where a transactional-only approach falls short: the transfer, the wills on both sides, and provision for a spouse are one problem, not three. The firm’s estate practice sits behind that through probatesolicitordublin.ie. On tax: family transfers and management buyouts frequently involve consideration below open market value or structured over time, and the treatment of that is emphatically a question for your accountant and Revenue — this firm does not advise on tax and states no rate, threshold, relief or condition. What can be said is the same as for any sale, only more emphatically: get that advice before the structure is agreed, because in a family context an informal understanding hardens into an expectation very quickly.
Separate advice matters here too. The buyer needs their own solicitor even where they are your child or your manager — and a firm cannot act for both sides of the same transaction.
Thinking about a family transfer or a buyout? 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.