Business Transfer Advice · ¥45,000
A transfer handled with the attention it deserves
Whether you are considering an exit or acquiring a smaller operation, the legal structure of a transfer shapes much of what follows. This engagement covers the decisions that matter most — before, during and after the transaction.
Back to Home Send an EnquiryWhat This Engagement Delivers
By the time this engagement concludes, you will have worked through the legal structure of the transfer, understood what your due diligence should cover from your own position, and received an explanation of the terms that tend to become disputed after completion. You will also have a documented record of the advice given throughout.
Structured risk list
A risk list from your specific position as buyer or seller — not a generic checklist, but an account of the considerations that are material to your transaction.
Explanation of disputed terms
The terms most commonly contested after a transfer is complete are explained in plain language, so you can assess them clearly before signing.
Accountant coordination
Where the accountant handling valuation is already involved, Sekihi coordinates with them to avoid duplicated questions and to ensure the legal and financial aspects are read together.
The Complexity a Transfer Brings
Buying or selling a business is not a single transaction — it is a sequence of decisions that each carry consequences for the others. The structure you choose at the outset (whether to transfer shares or assets, for example) determines the scope of the due diligence needed, the tax treatment applicable, and which liabilities move with the business and which stay behind.
Many owners approaching an exit are experienced in running a business, but not in the legal dimension of transferring one. The terms that appear standard in a transfer agreement often contain provisions that have significant practical effects — particularly around warranties, indemnities, and what happens if a disclosed issue turns out to be larger than originally understood.
Buyers face a different challenge. The due diligence process can produce a large volume of material, and knowing what to look for — and what weight to give different items — requires a clear framework from the outset. Without one, it is easy to focus on the visible risks and miss the ones embedded in licences, employment arrangements or contractual obligations that transfer less obviously.
The period between heads of terms and completion is also where a great deal of value can shift between parties. Understanding the transfer agreement before it is finalised, rather than after, is one of the more consequential decisions in the process.
The Sekihi Approach to Business Transfer
This engagement covers four areas of a business transfer: the choice of structure, the scope and conduct of due diligence from your side, the transfer agreement itself, and the treatment of employees, contracts and licences through the change of ownership.
Structure selection
The choice between a share sale and an asset sale has implications for tax, liability, third-party consents and the continuity of contracts. This decision is examined at the outset, with the relevant considerations set out clearly from your position.
Due diligence scope
Due diligence is conducted differently depending on whether you are buying or selling. The scope, the questions to prioritise, and the weight to give different findings are all addressed from your specific position in the transaction.
Transfer agreement
The agreement is reviewed with attention to the terms most often contested after completion — warranties, representations, indemnities, earn-out arrangements, and restrictive covenants. These are explained plainly before the document is finalised.
Employees, contracts and licences
What happens to employment relationships, supplier and customer contracts, and operating licences through a transfer depends on the structure chosen and the specific arrangements in place. These are addressed as part of the same engagement.
What the Engagement Looks Like
Initial enquiry and scope
You describe your situation — whether you are buying or selling, the scale of the business, and how far along the process you are. Sekihi responds within three working days to confirm the engagement terms and what the next step involves.
Document and context review
Relevant documents are shared — heads of terms, draft agreements, disclosure materials or financial summaries as applicable. Questions are put to you in writing where the context is unclear.
Accountant coordination
Where an accountant is handling valuation or tax structuring, Sekihi communicates with them directly to align on the areas each party is covering and to avoid duplication of requests to you.
Written advice and risk list
The risk list and the explanation of disputed terms are provided in writing. This is the document you use to make decisions at each stage of the transaction, not a summary to be set aside.
The timeline of six to ten weeks reflects the variation in scale between different transactions. A straightforward asset sale involving a small number of contracts will typically conclude toward the shorter end of that range. A share sale with multiple employment arrangements, licensed activities or third-party contracts requiring consent will take longer. The expected timeline for your specific situation is discussed at the outset.
Fee and What Is Included
Service Fee
¥45,000
Fixed fee for the full engagement, including all items listed
Timeline
Six to ten weeks, depending on the scale and complexity of the transaction
Fee changes
The stated fee applies to the engagement as scoped. Changes to scope are discussed and agreed in writing before additional work begins.
Included in this engagement
Assessment of transfer structure options from the client's position, with the relevant considerations set out plainly
Due diligence scope guidance from the client's side — as buyer or seller — including priority areas and how to read the findings
Review of the transfer agreement with attention to terms most commonly disputed after completion
Risk list ordered by materiality from the client's own position in the transaction
Advice on the treatment of employees, contracts and licences through the transfer
Coordination with the accountant handling valuation, where one is engaged
How the Advice Is Structured and What to Expect
The methodology
The risk list is structured around the specific transaction, not a generic due diligence framework. It is prepared after reviewing the documents and understanding the commercial context, which means items are weighted by their actual significance to this transaction rather than by how commonly they appear in transfer agreements.
Terms explained are taken from the documents actually in front of you — not model explanations of how such terms generally work. If a warranty or indemnity clause in your agreement has an unusual formulation, the explanation covers that specific text.
Realistic expectations
This engagement is not a substitute for negotiation. Sekihi advises on the legal position and the risks; what you do with that advice in your negotiations is your decision to make. The purpose is to ensure you are making those decisions from a clear understanding of what you are agreeing to.
Not all risks in a transfer can be eliminated by legal advice alone. Some are inherent in the nature of the business being transferred. These are identified and explained, so you can factor them into your commercial judgement.
This service does not include drafting of the transfer agreement from scratch or representation of the client in negotiations with the other party. It covers advice and review. If those additional matters are needed, they are discussed as a separate engagement.
Confidence in the Engagement
No commitment at the enquiry stage
Sending an enquiry does not commit you to proceed. Sekihi confirms scope and terms in writing, and the engagement begins only when you confirm you wish to continue.
If the transaction you have described falls outside the areas this engagement covers, this is communicated clearly and at no charge — including a note of what the appropriate next step might be.
Written advice throughout
Everything discussed is documented. You have a written record of the advice given at each stage, which you can refer back to as the transaction progresses and share with others involved — your accountant, a board member, or a co-owner — without needing to rely on recollection.
The fee is fixed once the scope is confirmed. Scope changes, if needed, are agreed in writing before any additional work is undertaken.
How to Proceed
An enquiry at an early stage of a transaction is often more useful than one made after heads of terms are signed. The structure and scope decisions made early carry through to everything that follows. That said, this engagement can begin at any stage — including if you have already received a draft agreement and need to understand what you are looking at.
Step one
Send an enquiry
Describe whether you are buying or selling, the approximate scale of the transaction, and where you currently are in the process. No documents are required at this stage.
Step two
Receive scope confirmation
Within three working days, Sekihi responds with the engagement terms, what the process will involve, and the expected timeline for your situation.
Step three
Share documents and begin
Once you confirm you wish to proceed, relevant documents are shared and the engagement begins. The timeline and next steps are set out in writing at this point.
Begin with an Enquiry
If you are considering a sale or acquisition and would like to understand the legal dimension before committing to a structure, the enquiry form is the appropriate place to begin. The initial response is at no charge.
Send an Enquiry — No ObligationOther Services from Sekihi
Compliance Documentation Review
Review of internal documentation against sector obligations — personal data handling, record retention, supplier due diligence and reporting arrangements.
Intellectual Property Protection
Advice on protecting trade marks, designs, trade secrets and copyright — registration strategy, searches, licensing and steps available when infringement is observed.