LEGAL GUIDANCE
Buying or investing in an existing Gambian business
Establish what you are acquiring, which liabilities may come with it and what must happen before the purchase money is released.
Are you buying shares, assets or a trading operation?
A business name, customer base, premises and equipment are not automatically a single transferable package. Ask exactly what the seller owns and what the proposed transaction includes. Buying an interest in a company raises different questions from buying selected assets.
Prepare a short description of the intended deal before agreeing the structure. Identify any business licences, leases, contracts or bank facilities on which continued trading depends. Their treatment needs specific review.
What belongs in the due diligence file?
- Ownership and company records, with authority for the proposed sale.
- Accounts, tax records and details of borrowing or security.
- Customer, supplier, employment and distribution agreements.
- Premises documents, equipment lists and evidence of ownership.
- Licences, pending applications, disputes and material complaints.
Legal review should be coordinated with an accountant’s financial and tax work. A lawyer’s review of documents does not verify the business valuation or guarantee future revenue.
How should risk be addressed in the contract?
Record what must be completed before payment, what the seller is confirming and how identified problems will be handled. An outstanding tax question, missing consent or unresolved dispute may affect the price, structure or decision to proceed.
Distinguish promises made during negotiations from contractual obligations. Consider the evidence supporting each important claim and the practical value of any remedy if it turns out to be wrong. Have the complete purchase agreement reviewed before signature.
Plan the handover as well as the signing
List the records, passwords, stock, keys, introductions and operating information to be delivered. Decide who will notify staff, customers, suppliers and authorities where needed. If the seller will remain involved, define the role, duration and payment terms.
Ask the advisers to identify unresolved conditions in writing. A target completion date should not obscure a missing approval that affects the ability to operate.
Related guidance
Published by Solie Law Chambers. Updated . General guidance; the advice for your matter depends on its facts and applicable law.
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