Legal checklist for an Irish business transaction

Further reading from this practice: Blockchain and Irish Law, Irish company law in 2026 — what a CFO must know. For Hugh's background and qualifications, see Hugh Phelan.

Every Irish business transaction runs through a similar legal workstream. The names of the parties change, the value of the deal changes, the regulatory complexity changes, but the structure of the legal work is recognisable. This is a working checklist for the buyer or seller — or the principal of a business contemplating either — covering the workstreams from heads of terms to completion in the order they need to happen.

The checklist is written for a mid-market Irish transaction — typically a private company sale or asset acquisition with a value between a few million and a few tens of millions of euro — and adapts upwards or downwards from there. It assumes a single transaction, with a sole buyer and a sole seller; where there are multiple parties on either side, the checklist expands but the sequence is the same.

Phase 1 — pre-engagement

Identify the right counterparty and the right structure. Before any documents are signed, the principal must have a clear view of who they are transacting with and on what basis. A share sale and an asset sale produce very different legal and tax outcomes, and the structure should be confirmed with tax and legal advice at the outset, not after heads of terms are signed.

Confidentiality. A mutual non-disclosure agreement is the first document of any meaningful transaction. The agreement should cover the exchange of confidential information, the permitted purposes, the obligations of the receiving party, the return or destruction of information, and the duration of confidentiality. The standard form is adequate for most purposes; the standard form should still be reviewed before signing.

Appoint advisers. A working transaction team includes a principal solicitor, a corporate tax adviser, an accounting and financial adviser, and where appropriate specialist solicitors for tax, employment, IP and regulatory matters. The team should be assembled before heads of terms are signed and should have a clear allocation of responsibility.

Phase 2 — heads of terms

Draft heads of terms. The heads of terms — sometimes called a letter of intent or term sheet — set out the principal commercial terms of the transaction on a non-binding basis, with limited binding provisions (typically exclusivity, confidentiality, costs and governing law). The document should be sufficiently detailed to bind the parties to a clear deal in principle, but not so detailed as to lock down terms that may legitimately change during diligence.

Exclusivity. An exclusivity provision committing the seller to deal only with the buyer for a specified period is standard in mid-market Irish transactions. The period is typically four to eight weeks, extendable by mutual agreement, with carve-outs for the seller's pre-existing fiduciary duties where applicable.

Conditions to proceed. The heads should identify the conditions to the buyer proceeding to definitive documentation — typically satisfactory due diligence, board approval, regulatory consents where applicable, and financing where applicable. The conditions should be objective and time-bound where possible.

Phase 3 — due diligence

Set up the data room and the request list. The seller's advisers populate the data room with the documents and information the buyer's advisers have requested. The request list should be specific, ordered by priority, and capable of being closed out item by item.

Conduct legal due diligence. The buyer's legal team conducts due diligence on corporate structure, material contracts, employment, real estate, intellectual property, data protection, tax, regulatory matters, litigation and insurance. The standard areas and the practical disciplines are set out in the longer note on legal due diligence on a business purchase.

Conduct tax due diligence. The tax adviser reviews historical filings, any audits or open enquiries, the carrying value of tax assets and liabilities, and the implications of the transaction structure. The tax review interacts closely with the legal review and the two should be coordinated.

Issue diligence reports. The diligence reports — legal, tax, financial — are delivered to the buyer's principal. The reports identify the issues found, classify them by materiality, and recommend actions. The principal uses the reports to confirm the decision to proceed and to brief the board.

Phase 4 — definitive documentation

Draft the principal transaction document. The principal document is a share purchase agreement (for a share sale) or an asset purchase agreement (for an asset sale). The buyer's solicitor typically produces the first draft, working from the heads of terms and the diligence findings. The document covers the parties, the consideration, the conditions to closing, the warranties, the indemnities, the restrictions on the seller post-closing, the termination provisions, and the governing law.

Negotiate the warranty and indemnity package. The warranty and indemnity package is the buyer's principal protection against undisclosed liabilities and breaches of representation. The package typically includes a set of general warranties (corporate, accounts, contracts, employment, real estate, IP, regulatory, tax) and one or more specific indemnities for known issues identified in diligence. The negotiation is among the most time-consuming elements of any transaction and the outcome is heavily dependent on the relative leverage of the parties.

Prepare ancillary documents. Ancillary documents typically include the disclosure letter from the seller, the tax deed where applicable, employment-related documents for key employees, restrictive covenant agreements with the seller and key employees, transition-services agreements where the seller will continue to provide services post-closing, and any specific documents required by the diligence findings.

Confirm third-party consents. Third-party consents required for the transaction — typically change-of-control consents under material contracts, regulatory approvals, and lender consents — should be identified, sought and obtained on the timetable the transaction requires. Consents that have not been obtained by signing are typically dealt with as conditions to closing.

Phase 5 — signing and exchange

Board approvals. Each party should obtain the board approval required by its constitution to enter into the transaction. The approval should be on the basis of the principal documents in substantially final form, with authority to the named signatory to complete any final negotiations. The approval should be minuted contemporaneously.

Sign principal documents. The principal transaction document and the ancillary documents are signed by the parties. The signing typically takes place either in person at the offices of one of the solicitors or by exchange of executed counterparts. Where the transaction is a sign-and-close, the signing and closing happen on the same day; where there is a gap between signing and closing (for example, to allow time for regulatory approval), the documents are signed in escrow with closing taking place when the conditions are satisfied.

Phase 6 — between signing and closing

Satisfy conditions to closing. Where signing and closing are separate, the period between the two is devoted to satisfying the conditions. The conditions might include regulatory approval, third-party consents, no material adverse change in the target's business, and any other matters specified in the document. The seller is typically required to operate the business in the ordinary course during this period.

Pre-closing housekeeping. The seller typically attends to a range of pre-closing matters: discharge of any specified liabilities, novation of any contracts to be retained or transferred, settlement of any specified employment matters, and the closing of any related-party arrangements. The buyer monitors these through the principal solicitor.

Phase 7 — closing

Closing meeting. The closing meeting is the event at which the conditions are confirmed satisfied, the closing documents are signed, the funds are transferred, and the transaction completes. For a substantial transaction, the closing typically takes a full day, with the parties' solicitors working through a closing agenda.

Exchange closing documents. The closing documents typically include the deed of transfer (for a share sale) or the bill of sale (for an asset sale), the resignations of departing directors, the appointments of new directors, the statutory book entries, the change-of-signatory documentation for bank accounts, the assignment of registered intellectual property, the assignment of leases, the consents obtained from third parties, and any disclosure letter updates.

Transfer of funds. The consideration is transferred from the buyer's solicitor's client account to the seller's solicitor's client account on the closing day. For a complex transaction with multiple payments — escrow, deferred consideration, working capital adjustments — the flows are typically reconciled and confirmed through a closing payments schedule.

Phase 8 — post-closing

Statutory and regulatory filings. Post-closing filings typically include the share transfer with the Companies Registration Office, the stamp duty filing with the Revenue Commissioners, the regulatory notifications to the Central Bank or other regulators where applicable, and the beneficial ownership register update. These must be completed within the relevant statutory periods and are the responsibility of whichever party the documentation specifies.

Integration. The integration of the acquired business into the buyer's group is a commercial exercise that often runs for many months after closing. Legal aspects of the integration include the harmonisation of employment terms, the integration of IT systems with data-protection implications, the consolidation of regulatory reporting, and the harmonisation of group-wide commercial arrangements.

Warranty and indemnity claims. Claims under the warranties and indemnities can be made within the periods specified in the transaction document, typically one to three years for general warranties and seven years for tax warranties. The discipline for the buyer is to identify potential claims promptly and to comply with the notification requirements in the document.

For a related working note on the legal due diligence that informs every transaction in this checklist, see legal due diligence on a business purchase. To book a notarial appointment with Hugh Phelan, call (021) 489-7134 or visit phelansolicitors.com.