Guide

What happens on completion day

Detailed timeline and checklist for business acquisition completion day covering funds transfer, legal documentation, physical handover, and immediate notifications.

UK-wide

Acquisition timeline overview

A typical business acquisition takes 12-20 weeks from initial offer to completion for straightforward small to medium-sized businesses. Larger or more complex deals can take months or years.

Typical timeline milestones

  • Weeks 1-2: Preliminary research, initial offer, negotiate exclusivity, agree Heads of Terms
  • Weeks 3-4: Instruct solicitor and accountant, begin due diligence investigations
  • Weeks 5-8: Complete legal, financial, and commercial due diligence, identify and resolve issues
  • Weeks 9-11: Negotiate Sale and Purchase Agreement, address due diligence findings, finalise financing
  • Week 12: Exchange contracts (legally binding), complete transaction, transfer ownership

Factors that extend completion timelines

  • Complex corporate structures or multiple entities
  • Property leases requiring landlord consent
  • Key contracts requiring third-party consents (customer/supplier approvals)
  • Regulatory approvals or licensing transfers (FCA, CQC, etc.)
  • Large employee populations triggering TUPE consultation (20+ employees)
  • Unresolved legal disputes or tax investigations
  • Difficult negotiations on price adjustments or warranties
  • Financing approval delays from lenders

Completion day mechanics

On completion day, the business legally transfers to you. The process typically follows this timeline:

Morning (09:00-12:00)

  1. Final confirmations: Solicitors confirm all conditions satisfied (financing approved, consents obtained)
  2. Final searches: Check company status, charges register for any last-minute changes
  3. Funds transfer: Purchase price paid by bank transfer (typically CHAPS for same-day clearance)
  4. Legal completion: Once funds received, solicitors exchange completion documents

Afternoon (12:00-17:00)

  1. Share/asset transfer: Legal title transfers (share certificates or asset transfer deeds executed)
  2. Board changes: Old directors resign, you appointed, Companies House notified
  3. Physical handover: Seller hands over premises, keys, passwords, records, stock
  4. Employee transfers: If TUPE applies, employees automatically transfer to your employment
  5. Immediate notifications: Inform bank, insurers, HMRC, key suppliers/customers

Physical handover checklist

Ensure the seller transfers all physical and digital assets:

Physical items

  • Premises keys and alarm codes
  • Equipment, machinery, vehicles
  • Stock and inventory (with physical count verification)
  • Files, records, customer databases
  • Stationery, branded materials
  • Point of sale equipment, tills, card machines

Digital and systems access

  • Accounting software logins and data files
  • Website hosting and domain name access
  • Email accounts and passwords
  • Social media account access
  • Supplier portals and online accounts
  • CRM database and customer records
  • Banking online access (once signatories updated)

Documents and contracts

  • Customer contracts and order books
  • Supplier agreements
  • Property lease or title deeds
  • Employee contracts and personnel files
  • Insurance policies
  • Intellectual property registrations and certificates
  • Licences and regulatory approvals

Immediate notifications (first week)

You must notify key stakeholders immediately after completion:

Regulatory and compliance

  • Companies House: File change of directors and update company details (solicitor typically handles this)
  • HMRC: Notify of ownership change for PAYE, VAT, Corporation Tax registration
  • Licensing authorities: Apply for licence transfers where required (alcohol, food, transport, etc.)
  • Professional bodies: Update regulatory registrations (FCA, CQC, Ofsted, etc.)

Financial and insurance

  • Bank: Update signatories and payment authorities
  • Insurance providers: Ensure policies transferred or reissued (public liability, employers' liability, professional indemnity)
  • Lenders: If financing the acquisition, confirm completion to lender
  • Accountant: Inform your accountant so they can set up accounting periods and tax filings

Commercial relationships

  • Key customers: Reassure them about continuity and service quality
  • Suppliers: Confirm contracts have transferred, update payment details
  • Employees: Formally confirm employment has transferred under TUPE (if applicable)
  • Landlord: If leasing premises, confirm completion and any required consent

  1. Prepare completion day checklist

    Work with your solicitor to create a detailed completion day checklist covering funds transfer, document execution, physical handover, and immediate notifications.

  2. Arrange CHAPS payment in advance

    Contact your bank several days before completion to arrange CHAPS payment for completion day. Confirm bank details with seller's solicitor in writing.

  3. Plan physical handover logistics

    Schedule time on completion day afternoon for premises handover. Arrange for someone to receive keys, passwords, stock, equipment, and verify against inventory.

  4. Prepare stakeholder notification templates

    Draft notification letters/emails for customers, suppliers, employees, HMRC, and insurers. Send immediately upon completion.

  5. Schedule completion day availability

    Keep completion day clear in your diary. You'll need to be available for solicitor calls, payment authorisation, and physical handover.

TUPE: protecting employees during business transfers

How the Transfer of Undertakings (Protection of Employment) Regulations 2006 protect employees when a business changes hands. Covers when TUPE applies, what rights transfer automatically, information and consultation requirements, ETO reasons for changes, and due diligence for buyers.

Read guide