Blog · Guide · 3 min read
Nearly four months in, the vendor changed their mind. Here's why we started BizHistoryCheck
By the founder
I didn't set out to build a business-checking service. I set out to buy a business: a hospitality business I'd come to care about, with a team and regulars and a story I wanted to be part of.
For nearly four months we went down one route. We talked, we planned, we brought in a solicitor, and we started picturing what the place would look like with us in it. Then the vendor changed the basis of the sale. The way the deal was structured was no longer the deal we'd been working towards, and the months behind us suddenly counted for very little.
Frustrated is putting it politely. The vendor had been given the choice of how to structure the sale at the very start, and that choice had shaped everything we'd done since.
What it really cost
It's easy to think a deal that doesn't complete costs nothing. It doesn't work like that.
Time. Nearly four months of evenings, phone calls, meetings and paperwork. Time I could have spent on another opportunity, or simply not spent at all.
Fees. Solicitors rightly charge for their work whether a deal completes or not. By the time things changed, we'd already paid for advice on a route that no longer existed.
Emotional investment. This is the one nobody warns you about. Once you've imagined yourself running the place, it's very hard to step back and look at a deal coldly. Every new wobble feels like something to work around rather than a reason to stop and think.
The part that stung
Later, we looked at what was already on public record about the business and the people and organisations around it. None of it was secret. None of it needed a solicitor. It was simply sitting there, and we hadn't looked before we committed.
Had we seen it first, we would have approached the sale differently. We'd have asked different questions at the start, offered a different price or walked away, and been much better prepared when things changed.
I already knew that a share sale needs far more due diligence than an asset sale, because when you buy the company you inherit its history and its liabilities along with the business. What the public record showed meant I wouldn't have offered the price I did. I'd have offered considerably less, or walked away, and I wouldn't have lost nearly four months finding out.
I'm not saying public records would have saved the deal. Vendors are entitled to change their minds. But we would have gone in with our eyes open, and spent far less time, money and heart before finding out where we really stood.
The lesson: public records before solicitors, deposits or heads of terms
If you're thinking about buying a business, the order matters:
- Look at what's already public. Before you pay a solicitor, put down a deposit or sign heads of terms, find out what the public record says about the business, who runs it, and whether the advert stacks up.
- Turn what you find into questions. Anything that doesn't fit is a question for the agent or vendor, asked early and in writing, while walking away still costs nothing.
- Then bring in the professionals. Your solicitor and accountant are essential. They'll do a far better job, at less cost to you, if you arrive with the right questions already on the table.
It's the step most buyers skip, because it doesn't feel like part of the deal. It's the cheapest step there is.
Why BizHistoryCheck exists
I built BizHistoryCheck so other buyers don't have to learn this the way I did. You give us the advert (or just the business name and town), and we check the public record and send you a clear red, amber and green report, with sources and the questions to ask, before you've spent a penny on fees.
If you're looking at a business right now, it's worth knowing what's out there first. Start a check or see a sample report.
This article is the founder's own experience and general information only. It isn't legal, financial or tax advice. Always speak to your solicitor and accountant before making an offer or signing anything.