Reach out to us at WhatsApp at +65 8079 0028 if you would like to book a confidential consultation.
1. Who This Is For
Our audit is tailored for:
Business owners considering an exit within the next 3–24 months who want deal-proof preparation before entering the market to buy and sell business in Singapore.
Sellers already in early talks who need a clear issues list and negotiation plan to strengthen their position.
Founders deciding between share sale vs asset sale structures and seeking a Singapore-specific legal view on which route protects value and minimizes friction.
SME owners planning to sell private limited company holdings who want their data room and disclosure plan done right—before buyers start their diligence.
2. What Our Clients Get
Executive Scorecard: Critical/Major/Moderate issues ranked by impact on price, timing, and risk.
Deal-Structure Brief: Comprehensive share sale vs asset sale analysis with tax interfaces coordinated through your advisors, recommending the optimal route for Singapore’s legal and regulatory context.
Price-Mechanics Guidance: Locked-box vs completion accounts, working capital adjustments, “debt-like items”, earn-outs, escrows, retentions—all structured to protect your net proceeds.
Disclosure & Data Room Pack: Singapore-tailored data room checklist covering corporate records, contracts, IP, employment, licences, disputes, and privacy compliance.
Document Triage: Red-flag review of core documents (see scope below) with fix-first recommendations.
Negotiation Plan: Issues list for LOI/term sheet and SPA/APA, fallback positions, and buyer Q&A scripts.
Next-90-Days Roadmap: A simple, dated plan to get you from “thinking about selling” to “market-ready”.
Our approach integrates seamlessly with business valuation Singapore and company valuation Singapore work performed by your financial advisors, ensuring legal structure and commercial terms reinforce your valuation story.
3. Our Typical Scope of Review
(a) Corporate & Cap Table
Constitution, shareholders’ agreements, options/warrants, pre-emption/ROFR, change-of-control triggers. These corporate governance documents are especially critical when you sell private limited company shares, as buyers will scrutinize every consent requirement and drag/tag provision.
(b) Key Commercials
Top customer & supplier contracts (renewals, termination, exclusivity, pricing, assignment/novations, set-offs), distribution and franchise arrangements.
(c) Employment & Incentives
Key-man contracts, restrictive covenants, variable pay/bonuses, ESOP/phantom plans, accrued liabilities, consultant vs employee exposure.
(d) Intellectual Property & IT
Ownership chain, registrable vs unregistered rights, contractor assignments, OSS policies, licenses, escrow, cybersecurity posture.
(e) Licences & Regulatory Interfaces
Sectoral licences/permits, notifications/consents, foreign ownership limits (if any), competition/merger-control considerations.
(f) Data & Privacy
Personal data maps, notices, consents, retention, cross-border transfers, vendor risk—all aligned with Singapore’s Personal Data Protection Act requirements.
(g) Disputes & Contingent Liabilities
Claims, threatened actions, warranties history, product liability, recalls, and insurance coverage.
4. Process After You Onboard with Us
(a) Intake & KYC
We provide a streamlined documents list so you can supply essentials quickly without disrupting operations.
(b) Review of Key Materials
Targeted read-through to surface price/time/risk issues, with particular focus on share sale vs asset sale implications.
(c) Consultation
We walk you through findings, structure options, and negotiation levers in a practical, business-focused session.
(d) Audit Pack Delivery
You receive a comprehensive Scorecard, playbook, disclosure/data room checklist materials, and roadmap.
(e) Action Sprints
We help you implement fixes, prepare LOI/term sheet asks, and establish robust SPA/APA positions before you enter formal negotiations.
5. Why This Matters (and Pays for Itself)
Protects valuation: Avoids “retrade” price chips—attempts by buyers to reduce the purchase price or worsen terms after giving a headline offer—caused by avoidable surprises that undermine your business valuation Singapore positioning.
Shortens diligence: Buyers move faster and with greater confidence when your data room checklist is tight and disclosure is disciplined, reducing time-to-close and execution risk.
Improves terms: Achieve better warranty caps/baskets, fair survival periods, and workable earn-out/escrow mechanics that reflect genuine risk rather than buyer anxiety.
Clarifies structure: Share sale vs asset sale implications laid out with precision under mergers and acquisitions in Singapore law and practice, ensuring your chosen route aligns with tax efficiency, regulatory constraints, and commercial objectives.
Reduces post-completion risk: Balanced warranties/indemnities supported by robust disclosure schedules minimize your exposure to post-closing claims.
Whether you’re exploring how to buy and sell business in Singapore as a serial entrepreneur or preparing your first exit, disciplined preparation transforms negotiation dynamics and protects the value you’ve built.
6. What We Typically Need from You (Starter Pack)
Corporate file (constitution, shareholder agreements, cap table).
3 years of management accounts + latest YTD; revenue breakdown and top-10 customers.
Top customer & supplier contracts; standard T&Cs.
IP list (registrations, assignments, licences); software stack summary.
Employee list with key terms; contractor arrangements.
Licences/permits; material insurance policies.
Disputes/claims log (if any).
7. Add-ons (Optional)
Vendor Due Diligence (VDD) – light or full scope to pre-empt buyer questions and create a controlled disclosure narrative.
Drafting/negotiation of LOI/term sheet, SPA/APA and ancillaries (disclosure letter, TSA, employment variations).
Management presentation preparation to position your business story for investor meetings.
FAQs
Is this legal advice or just a checklist?
Once you engage us as your legal counsel, we provide tailored legal advice specific to your facts, plus practical tools (checklists, disclosure lists, negotiation plan) you can use immediately.
Will you handle valuation?
We don’t produce valuation reports. We align legal structure and price mechanics with your business valuation Singapore or company valuation Singapore work performed by your financial advisor, ensuring the legal framework supports—not undermines—your commercial positioning.
Can you work with my existing accountant/banker/advisor?
Yes. We collaborate closely so legal, financial, and tax workstreams reinforce each other and deliver a cohesive exit strategy.
Is this only for sellers?
Primarily sell-side, but buyers use a similar audit to frame issues ahead of a bid and build their negotiation strategy.
What if I already have a buyer?
Perfect. We’ll tailor the plan to that counterparty, anticipate their likely asks, and establish your fallback positions before formal diligence begins.
Reach out to us at WhatsApp at +65 8079 0028 if you would like to book a confidential consultation.