A share purchase generally does not erase the company's debts, but every buyer does not automatically become personally liable for them all. Limited liability shareholders, general partners and managers responsible for wrongdoing have different positions.
Review financial statements, bank borrowing, issued cheques, employment commitments, leases, taxes and disclosed litigation. Reconcile the seller's account with records and confirmations obtainable from the relevant authorities and counterparties.
Specify the shares or assets being transferred and protections concerning earlier liabilities in the acquisition agreement. Complete transfer and management registrations; an agreement between buyer and seller does not necessarily extinguish creditors' rights.
A practical next step
Before paying, obtain the liability schedule, financial records and transfer agreement, and assess each personal guarantee as a separate commitment.
