Exit / Buyout Legal Pack

Leave cleanly — or buy out a departing shareholder cleanly

Most founder and shareholder exits fail the first time because one side underestimates the documentation required. A share sale from one shareholder to another is not just a stock transfer form — it requires valuation alignment, tax structuring, warranties, restrictive covenants, stamp duty, and CRO filings. This pack handles every step.

Add to cart — €495 fixed fee

What is included

• Structuring advice on the most efficient exit route (share sale, redemption, buy-back, or transfer)
• Share purchase or share buy-back agreement drafting
• Warranties and restrictive covenants tailored to the transaction
• Stock transfer form and stamp duty filing
• Valuation engagement support (we do not value; we guide the structure)
• CRO filings and updated share register
• Board and shareholder resolutions
• Completion checklist and legal sign-off

Who this is for

Founders exiting an Irish company voluntarily, shareholders buying out a departing co-founder or investor, retiring minority shareholders, and estates dealing with a deceased shareholder’s shares. Typical transaction size €50k-€2m.

Process and turnaround

1. Purchase — €495 fixed fee.
2. Structuring call — decide the most tax and legally efficient route.
3. Drafting — 7 to 10 working days for the full document set.
4. Negotiation and review.
5. Completion — signings, register updates, stamp duty, CRO filings.

Related services

Also consider: Minority Shareholder Rights Advice, Business Sale or Purchase Agreement, Share Purchase Agreement Review.

Frequently asked questions

What is the difference between a share sale, a share buy-back and a share redemption?

Share sale: the departing shareholder sells shares to another person (usually an existing shareholder or the company’s owners). Share buy-back: the company itself buys the shares back and cancels them — changes the cap table permanently and has distinct Companies Act and tax consequences. Share redemption: only available for shares specifically designated as redeemable in the constitution. The pack covers all three; the right route depends on your specific facts.

What tax is payable on a share exit in Ireland?

For the seller, Capital Gains Tax (CGT) at 33% on the gain is typical, potentially reduced by entrepreneur relief (CGT at 10% on the first €1m of qualifying gains). For the buyer, stamp duty at 1% on the share consideration. Company buy-backs have further specific tax considerations. We flag the tax issues; specialist tax advice is a separate engagement and we can coordinate with your accountant.

What about deadlocked shareholders who cannot agree on price?

The pack includes structuring support for valuation mechanics where parties disagree — typically a pre-agreed formula, an independent expert determination, or a tiered offer mechanism. In genuinely intractable cases, the s.212 oppression route or winding up may be the right answer; we advise on the escalation in the Minority Shareholder Rights Advice service.

How long does a clean exit typically take?

With goodwill on both sides and agreed valuation, 4 to 6 weeks from purchase to completion. Disputed exits, complex valuations, or deals involving earn-outs or deferred consideration can extend to 3-4 months.

Does this include entrepreneur relief advice?

The pack flags entrepreneur relief applicability and coordinates with your tax adviser to structure the exit to preserve it. Full tax opinion work is a separate engagement with a tax specialist (€395-€795 typical range).

Can you handle the negotiation end to end?

Yes — negotiation support is included. Full adversarial negotiation against hostile counter-counsel is typically handled within the pack fee provided it does not exceed two negotiation rounds; beyond that we discuss scope uplift before doing further work.

Add to cart — €495 fixed fee