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Guide

Preparing a share sale: getting the company's history ready for a buyer.

In a share sale the buyer takes the company as it is, with its contracts, its staff, its tax position and anything that has gone wrong in the past. That is why a share buyer asks for more than an asset buyer, and why their accountant and lawyer will read closely.

This guide walks through the documents a buyer usually asks for and a sensible way to share them. Your own advisers will tell you what your particular sale needs.

What a share buyer usually asks for

Requests vary with the size and type of business, but most lists cover the same ground. It pays to gather these before you sign a heads of agreement, because the clock starts quickly once you do.

The company itself

  • The constitution, if there is one, and any shareholders' agreement.
  • The share register, records of share issues and transfers, and the Companies Office extract and annual returns.
  • The company's NZBN details, director and shareholder records, and board minutes and resolutions.

Money and tax

  • Annual financial statements for at least the last three years, and current management accounts.
  • Inland Revenue returns, assessments and any correspondence with Inland Revenue, including past reviews.
  • Loan agreements, security documents, leases of equipment and any guarantees the company has given.

People, customers and assets

  • Employment agreements, a staff list with roles and pay, and contractor agreements.
  • Key customer and supplier contracts, and any that change if the owner changes.
  • Property leases, insurance policies, intellectual property records and software licences.

A controlled way to share it

  1. 1

    Build the index first

    Arrange folders the way the buyer's request list reads. In ShareAndGo you can drag the whole folder tree in and the structure is kept, or let AI suggest a structure and sort uploads into it.

  2. 2

    Ask for an NDA at the door

    Each visitor accepts your confidentiality terms before the room opens, and you keep a record of who accepted and when.

  3. 3

    Separate the sensitive folders

    Put staff and customer folders behind view-only. Pages are rendered on our side and carry the reader's name, email address and the date, so the original file never reaches their browser.

  4. 4

    Answer in the room

    Questions and answers stay beside the documents, assigned to the right person with categories and priorities, so nothing is lost in email.

Things that slow share sales down

The most common delay is a gap the buyer finds before you do: a share transfer that was never recorded, a lease that needs the landlord's consent on a change of control, or a year of Inland Revenue correspondence nobody can find. Inland Revenue generally expects business records to be kept for seven years, so a buyer may reasonably ask about any of them.

The second is version confusion. If the buyer's accountant reviews last month's management accounts while you upload this month's, everyone loses time. In ShareAndGo a re-upload can become a new version, with the earlier one kept in its history, so the reader always sees the current file.

The third is losing track of requests. A document request list with a due diligence template lets you assign each item to whoever holds it, your accountant, your lawyer or a manager, and see what has arrived.

If more than one buyer is interested, give each its own group. Each group sees only the folders you allow, and a folder a group cannot see does not appear for it at all.

Frequently asked questions

Does the buyer need an account to read the room?
No. They confirm their email address with a six-digit code and go straight in. Password links are available if you prefer one.
How do I know what the buyer has read?
ShareAndGo's insights show who opened the room and what they read. On Professional and Business plans you also see how long each person spent on each document, and the audit log records every view and download.
What happens to the room after settlement?
Export it as a ZIP that keeps the folder structure, with an index of every document as PDF and CSV, then revoke access. Deleting the room removes stored files and their previews.

Related guides

Preparing an asset sale

When the buyer takes the business, not the company.

Preparing for a business valuation

The documents a valuer needs to see.

All guides

Every business process we cover.

ShareAndGo features

Everything a room can do.