Chapter 11: Handing over the business and the time after

Signing the purchase agreement is not the end — it is the start of the handover. The first weeks and months determine whether customers, employees and suppliers stay with the business, and therefore whether the buyer gets what they paid for. If part of your payment depends on results (earn-out) or on a vendor loan, you also have a direct interest of your own in the handover succeeding.

Completion day

1. The payment is received — check that the amount is correct before assets and access are handed over.
2. The bank releases charges and personal guarantees as debt is repaid.
3. The inventory is counted jointly, and the count is signed by both parties.
4. Keys, codes, access and documents are handed over according to an agreed list.
5. The change of ownership is registered — the register of shareholders and the Danish Business Authority for a share sale, a new CVR number and registrations for an asset sale.
6. Insurance, subscriptions, utilities and agreements are transferred or cancelled.
7. Employees, customers and suppliers are informed according to the agreed plan.

The employees

In a share sale, the employees continue in the same company, and their employment is unchanged. In an asset sale, the Danish Transfer of Undertakings Act (virksomhedsoverdragelsesloven) typically applies when a business or part of a business changes owner: the employees transfer to the buyer with their existing rights and obligations, and the transfer is not in itself a valid reason for dismissal. The act also contains rules on informing the employees. Have your lawyer review what applies in your specific situation — especially if the buyer does not wish to take over all employees.

How to inform them

• Tell them in person — ideally at a joint meeting where both you and the buyer are present.
• Explain why, and what happens now. The employees’ first question is: “What does this mean for me?”
• Let the buyer introduce themselves and their plans. Avoid promises that cannot be kept.
• Talk to key employees first, preferably individually, before the joint meeting.
• Be available for questions in the days that follow.

The customers

Customers should experience continuity. Plan with the buyer who is told what and how: the most important customers should get a personal phone call or visit, ideally with you introducing the new owner. Other customers can be informed by email, newsletter or a post. In a webshop or SaaS business, customers may not notice the change at all — but be aware of disclosure obligations, for example if the data controller for customer data changes, or if customer agreements require consent to be transferred.

Suppliers and partners

• Contact the most important suppliers personally and introduce the buyer.
• Have agreements transferred or renegotiated where consent is required.
• Clarify credit limits and payment terms for the new owner.
• Inform the bank, accountant, insurance company and other advisers.
• For digital businesses: Transfer accounts with payment providers, marketplaces, advertising platforms and affiliate networks according to their own procedures — some require the owner to be verified again.

Practical handover — digital assets

• Domains transferred to the buyer’s registrar or account, and DNS is working.
• Hosting, server, CDN and email moved or handed over.
• Code, repository and documentation handed over.
• Webshop platform, apps and plugins transferred, including licences.
• Payment solutions set up in the buyer’s name — the seller’s accounts are only closed once all payments have been settled.
• Social media accounts, newsletter system, analytics tools and advertising accounts transferred.
• Passwords changed, and the seller’s access removed once the handover is complete.
• Customer data transferred in accordance with GDPR.

Handover assistance

Almost all buyers want the seller to help for a period. For a small webshop, that might be a few weeks of email support; for a restaurant or a trade business, it might be several months full-time. Agree precisely in the purchase agreement what the handover assistance covers:

The handover in a deal on Sitavo

If you complete the deal on Sitavo, the handover follows the steps in the deal room. Practical instructions for the buttons are in Handover and The deal process step by step; here is what you as the seller should keep in mind:

• Only confirm the payment when the money is in your account — or has been released from escrow. Not on the strength of a screenshot.
• Use the handover plan: With Sitavo’s agreements or a deal package you get a plan that you approve item by item. You can attach evidence to the items, but it is optional.
• The buyer confirms the handover once access and the business have been reviewed. The deal is then completed, and the listing is marked as sold.
• Proof of purchase: Both parties can download a free proof of purchase as a PDF with the details of the deal.
• The price stays private: After the sale, only the seller, the buyer and Sitavo see the sale price. With “Anonymise the sale” in My listings you can also move the sold listing to a neutral page without names or figures. The choice cannot be undone. In a discreet sale this happens automatically.
• Instalments: If you have a loan agreement, Sitavo sends reminders about the instalments, and you confirm each payment once it has been received.
• Reviews: Once the deal is completed, you can review each other. See Reviews.

The time after the sale

Many sellers experience a mixture of relief and emptiness once the business has been handed over. So plan what you will spend your time on. At the same time, keep track of the obligations that continue after the deal:

• The non-compete clause — what you may and may not do, and when it expires.
• The claims period for the warranties — keep all documents from the deal until it has expired.
• Earn-out — follow the calculations, and react quickly if you disagree.
• Vendor loan — check that instalments and interest are paid on time.
• Tax — make sure your accountant correctly includes the sale in your or your company’s tax return.
• Closing down or continuing the company that sold the assets.
• Investing the proceeds — get independent advice before you invest.