Completion, Guarantees & What Comes After

A seller’s real exposure frequently begins on completion day rather than ending there.

The single most common late discovery in an owner-managed business sale: selling the business does not release your personal guarantees. Each one is a separate contract between you and the bank, the landlord, the lessor or the supplier — and the sale is nothing to do with it.

Find Every Guarantee, and Get Released

Owner-managers have usually given more guarantees than they remember: an overdraft or term loan; a lease guaranteed to the landlord; equipment finance and leasing agreements; supplier credit accounts opened years ago with a guarantee attached to the application form nobody kept. The consequence is stark — you can complete, hand over the keys, and remain personally liable if the buyer later defaults, which is how a successful exit becomes a serious problem three years afterwards. The answer is procedural and needs to happen early: identify every guarantee at the readiness stage rather than the week of completion, then approach each beneficiary in writing for a formal release, and make those releases part of the deal rather than an afterthought. Beneficiaries are not obliged to agree; a bank or landlord will generally want to be satisfied about the incoming owner, or to be offered a substitute guarantee from the buyer. Where a release genuinely cannot be obtained, the fallback is a counter-indemnity from the buyer — better than nothing, and only ever as good as the buyer’s ability to pay. Release is what you want; indemnity is the compromise.

Completion Day, and the Diary Afterwards

On the day: documents signed and exchanged, consideration paid in accordance with the agreed structure, transfers taking effect — shares transferred and registers updated on a share sale, assets conveyed and the lease assigned on an asset sale — alongside officer resignations and appointments, bank mandates, employee arrangements, keys and records, insurance, and any outstanding conditions satisfied or waived. Completions run smoothly in inverse proportion to what was left unresolved beforehand; most difficult ones are the consequence of consents or documents left to the final week. Then keep a file and a diary, because a good deal survives completion: the warranties, for whatever period and subject to whatever caps were negotiated; any indemnities, which are harder obligations; a retention held against claims; deferred consideration and any earn-out; restrictive covenants; continuing lease liability; and any handover engagement. Diary the dates. Chase the guarantee releases promised but not delivered on the day, which is extremely common. And where this was a retirement exit, deal with the succession side promptly — a will drafted when the main asset was a trading company rarely makes sense once that company is sold and the proceeds are liquid, and that is work for probatesolicitordublin.ie.

Do You Know Every Guarantee You Have Given?

Bank, landlord, lessors, supplier accounts. Most owner-managers do not, and it is the item most often discovered years after completion. It is a schedule, and it takes an afternoon.

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Completion & After - FAQs

Because selling the business does not release them, and a great many owner-managers have given more than they remember. An overdraft or term loan guaranteed personally. A lease guaranteed to the landlord. Equipment finance and leasing agreements. Supplier credit accounts opened years ago with a personal guarantee attached to the application form. Each of those is a separate contract between the guarantor and the beneficiary, and the sale of the business is nothing to do with it. A seller can complete, hand over the keys, and remain personally liable if the buyer subsequently defaults - which is precisely the scenario that turns a successful exit into a serious problem some years later.

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.