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Guide

Preparing an asset sale: showing a buyer exactly what they are getting.

Most small and medium business sales in New Zealand are asset sales. The buyer takes the goodwill, the plant and stock, perhaps the lease and the staff, and leaves the company and its history with you. That narrows what they need to see, but they will look hard at the things they are paying for.

Here is what a buyer typically asks for, and how to give it to them in an orderly, controlled way.

The documents an asset buyer focuses on

An asset buyer is less interested in your company's constitution and more interested in whether the business earns what you say and whether the assets are what you describe. Brokers often prepare an information memorandum first; once a buyer is serious, the detail follows.

  • Financial statements and management accounts showing the trading performance of the business being sold, often for three years.
  • Sales records by month or by customer, so the buyer can test seasonality and concentration.
  • An asset register listing plant, vehicles and equipment, with any finance owing on them.
  • A stock list and the method used to value stock.
  • The premises lease, including the term, renewal rights and what the landlord must agree to on assignment.
  • Supplier agreements, distribution rights and any licences or permits the business operates under.
  • Employment agreements and a staff list, if staff are expected to move across.
  • Details of websites, domain names, phone numbers and social accounts that go with the business.

How to share it in stages

Asset sales often run in stages, and your data room should too. A buyer browsing early does not need staff pay rates. A buyer who has signed a conditional agreement does.

  1. Create a room in ShareAndGo and set up folders for each area: trading, assets, premises, people and contracts.
  2. Make a group for each buyer. Start them with the trading and premises folders, and add the people folder once they are further along.
  3. Ask each visitor to accept your NDA before entry. ShareAndGo keeps a record of who accepted and when.
  4. Make staff and customer folders view-only. Pages are watermarked with the reader's name, email and the date, and the original file is never sent to their browser.
  5. Give each invitation an end date. If talks stall, the access ends on its own; if they continue, extend it in one click.

Because groups see only the folders you allow, two interested buyers can read the same trading figures without seeing each other's questions or the extra material one of them has been given.

Working with your broker and accountant

In many New Zealand sales the broker runs buyer contact, the accountant prepares the figures and a lawyer drafts the agreement. Add each of them to the room as part of your team so documents land in one place instead of three inboxes.

A document request list helps here. Load the buyer's questions as items, assign each to the person who holds the answer, and track them through to provided. Your accountant can upload the stock valuation against its item, and you see it arrive.

Questions the buyer raises can be answered inside the room, with categories and priorities so the important ones are not buried. Owners can ask for an AI-drafted answer to review before posting it.

Your broker and accountant can sign in through MyAndGo with Google, Microsoft or email and two-step verification, and the same login opens SignAndGo when the agreement is ready to sign.

Frequently asked questions

Can a buyer download the financials but only view the staff files?
Yes. Download, print and copy are set per room and per group, so you can allow downloads on the trading folders and keep people folders view-only.
Can the room track which buyer is most engaged?
ShareAndGo's insights show who opened the room and what they read, and on Professional and Business plans how long each person spent on each document. That helps a broker see which buyer is doing the work.
What if I upload a corrected stock list?
Upload it again and choose to make it a new version. The earlier version stays in its history, and readers see the current one.

Related guides

Preparing a share sale

When the buyer takes the whole company.

A commercial lease negotiation

The lease often decides an asset sale.

Selling a franchise

When a franchisor is part of the deal.

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