The Advanced SPA Pack — Deferred Consideration & Completion Accounts

Lawbrary's SPA packs are built in three tiers — Basic, Complete and Advanced — so you can pick the level of documentation your transaction actually needs. The Advanced Pack is built for deals that don't complete on a single payment: where part of the price is deferred, and the final figure depends on the business's true financial position on the day it changes hands.

What this structure is for

Not every deal completes on a single payment. Where buyer and seller agree that part of the price will be paid after completion — often to bridge a valuation gap or reflect the business's future performance — the agreement needs to set out exactly how that deferred amount is calculated, secured and paid. The Advanced Pack gives you the complete legal framework to do that, solicitor-drafted and built from the same documentation used in real UK business acquisitions.

Deferred Consideration
Rather than paying the full purchase price on completion, the buyer pays part upfront and the balance — the deferred payment — at a later, agreed date. Structuring this correctly protects both sides: the seller needs certainty that the balance will be paid, and the buyer needs clear terms on timing and conditions.

Working Capital
Working capital is the cash left in the company's account on completion day — the funds the business needs to keep trading without interruption from day one of new ownership. The Advanced Pack sets out how that figure is agreed and protected, so the business changes hands with the working capital it needs already in place.

Completion Accounts Mechanism
It's rarely possible to know a business's exact financial position on the day a deal completes — cash, debt and working capital all shift right up to completion, and final figures simply aren't available in time. The Advanced Pack solves this with a Completion Accounts mechanism, which uses the agreed price on completion day, then adjusts it to the true figures once they're known:

• Initial Completion Payment — on completion, the buyer pays the price agreed between buyer and seller, based on the most recent management figures available.

• Post-Completion Accounts — shortly afterwards, the parties' accountants prepare financial statements for the actual completion date, confirming the true cash, debt and working capital position of the business.

• Price Adjustment — the agreed price is then corrected against these true figures. If the business held more cash, or less debt, than estimated, the buyer pays the difference. If it held less cash, or more debt, the seller refunds the difference. The parties' accountants handle this adjustment after completion, so both sides end up paying a fair, evidence-based price rather than one fixed on guesswork.

Personal Guarantee
Where part of the price is deferred, the seller is trusting the buyer to pay in future. A Personal Guarantee gives the seller real security behind that promise — a personal, legally binding commitment from the buyer that the deferred payment will be honoured, not just a contractual obligation on paper.

What's included in the pack

• Non-Disclosure Agreement (NDA) — Protects confidential information shared between buyer and seller before terms are agreed, covering permitted use, return/destruction of information and remedies for breach

• Due Diligence Questionnaire — A structured questionnaire covering the company's constitution, finances, contracts, employees, assets and litigation, used by the buyer to interrogate the target before committing to terms

• Disclosure Letter — The seller's formal mechanism for qualifying the warranties given in the Share Purchase Agreement, protecting the seller against claims for matters properly disclosed

• Share Purchase Agreement — The core transaction document governing price, completion mechanics, warranties and post-completion protections for both parties, drafted here for deferred consideration, working capital and Completion Accounts

• Personal Guarantee — Secures the buyer's deferred payment obligation with a personal, legally binding commitment

• Board Minutes — Records the target company's board approval of the share transfer and any related completion matters

• New Share Certificate — Formal legal proof that the buyer now officially owns the shares being transferred

• Stock Transfer Form — The statutory form required to legally transfer the shares from seller to buyer

• Stamp Duty Application — Guidance and documentation for submitting the stock transfer form to HMRC and paying any stamp duty due on completion

Who Needs This

• Business owners selling their company in a deferred-payment transaction, without the cost of instructing a full-service law firm

• Buyers structuring a deal with deferred consideration who need a robust, enforceable legal framework — including proper protection for the seller

• Sellers who want security over a deferred balance, backed by a Personal Guarantee rather than a bare promise to pay

• SMEs and owner-managed businesses running the legal side of a more complex transaction directly, alongside their accountant handling completion accounts and Companies House administration

Why This Pack Matters

Deferred consideration transactions carry more risk than a straightforward cash sale — for the seller, in getting paid in full; for the buyer, in knowing the final price reflects the business they actually received. Missing a single document, or getting the Completion Accounts mechanism wrong, can leave a deal unable to complete, or leave a party without the protection they assumed they had. This pack gives you the complete sequence — from the first NDA through to the HMRC stamp duty filing, with deferred payment properly priced and secured — so nothing is left out and nothing needs to be drafted from scratch.

Why Buy From Us

Every document in this pack has been used in real transactions by qualified UK solicitors, and is built to work as a single connected file rather than a set of generic downloads. You receive fully editable Word documents, ready to be tailored to your transaction, your company and your parties.

The documents your solicitor would charge thousands to draft. Yours today, for a fraction of the cost.