You know the history. The buyer inherits the paperwork.

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A business can trade for 15 years on arrangements everyone understands and nobody wrote down. Then a buyer’s lawyer asks whether the company can prove it has the right to sell what the buyer thinks they’re buying. The contracts that end on a change of control usually turn up the same week.

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The domain name is often the first thing to turn up. A buyer’s lawyer looks up who holds it, which takes about a minute, and finds it registered to someone who left the business years ago. They set the website up in their first month, used their own details because it was quicker, and moved on long before half the current team was hired. The website the buyer is about to pay for, and every email address the business uses, sit in their name.

Usually it’s fixable. A phone call, a transfer form, a favour. Sometimes the person can’t be found. Sometimes they can be found, and they’d like to be paid.

The buyer doesn’t inherit the history

A business can run for years on arrangements that work because the people involved know each other. The supplier who’s never had a written contract, because the relationship goes back to before anyone thought it needed one. The shareholder arrangement agreed over dinner and never written down. The senior manager still working under the employment contract they signed for a junior role a decade ago. The licence nobody has ever checked against a change of owner. The related-party arrangement that exists because that’s how it’s always been done.

None of that means the business is badly run. Inside the business, everyone understands it. A buyer doesn’t inherit the understanding, though. They inherit the legal position, and the legal position is whatever the paperwork says, including wherever there isn’t any.

There’s one question I’d ask of every arrangement the business depends on, and it catches a surprising number of problems: what does the buyer believe they’re acquiring, and can the company show it has the legal right to give it to them?

Owning it and using it are different things

Most owners hear “intellectual property” and think of patents and trademarks. The category is much wider: software, databases, photographs, designs, written material, training systems, processes, recipes and formulations, domain names, websites, customer data. Most businesses run on a dozen of those, and almost nobody has asked who owns each one.

Start with who made it. An employee, a founder, a contractor, an agency, a former partner, a company you used to own. Then ask where the document is that gives the business its rights. This gets uncomfortable quickly.

The founder personally owns the trademark the company trades under. A developer built the core platform years ago under an agreement that says nothing useful about who owns the result. An agency produced the photographs and the copy on the website, and nobody ever checked what rights came with them. The source code lives in an outside developer’s own account. Customer data is held or used in ways that would worry a privacy lawyer.

Paying for something doesn’t settle who owns it. The answer depends on the jurisdiction, the nature of the work, and what was signed, which makes this one for your lawyer rather than your memory. What the buyer wants to know is simple enough: whether the value they’re paying for belongs to the company they’re buying, and whether they can keep using it after completion.

Software is the same story in a different form. A business tends to assume it owns its systems because it pays the invoices. Some licences are tied to a particular legal entity. Some contain change-of-control clauses. Some prices quietly disappear when the owner changes.

Contracts that survive the sale

Then there are the contracts, and the question shifts from whether you have one to what happens to it when the business is sold.

A valuable relationship can become a lot less valuable if the sale gives the other side the right to walk away. The contracts that carry your revenue and your costs need reading the way a buyer will read them: for assignment, change of control, termination, exclusivity, minimum commitments, pricing, renewal, guarantees, key-person clauses, and anything that needs someone’s consent.

“They’ll never leave. We’ve worked together for 12 years.” You may well be right. The buyer’s investment committee still has to consider what the customer is legally entitled to do. You see the relationship. The buyer sees the relationship and whether it can be enforced, and you’re both right to care about your half.

The same goes for the lease, if the business depends on the premises. For licences and permits, if the business can’t trade without them. For the supplier whose pricing rests on a handshake with one person who likes you, because the buyer is paying for your economics, and if those terms change when you leave, so do the economics. And for the material customer who can leave the moment ownership changes, whose revenue a buyer may treat as something less than revenue.

You won’t remove every contractual risk; that’s rarely possible. You need to know where the risks are before somebody else puts a price on them.

Draw the map before their lawyer does

The work itself is straightforward, if unglamorous. Map the assets the business depends on: the intellectual property, the digital assets, the systems, and the contracts that carry the most weight. For each one, establish who created it, who owns it, and which document proves it. Find the gaps. Then fix what can legitimately be fixed: assignments signed, registrations moved into the company’s name, accounts transferred, lapsed contracts renewed, the verbal arrangements put on paper.

Don’t wait for a buyer’s lawyer to build that map for you. They’ll build it anyway, in the middle of your deal, and every gap they find becomes a condition, an indemnity, or a reason to pay less.

Some of it takes a week. Some of it takes a former employee who has to be found, or a supplier who has to agree to a contract they’ve happily done without for 15 years. That’s why it starts two years out.

If you’re raising money rather than selling, the investor’s lawyers run the same checks. Value the company can’t prove it owns is value they won’t pay for.

If you are the buyer here: ask for the map before you ask for the documents. A seller who can show who created each critical asset, who owns it, and the paper that proves it has usually already fixed the gaps you’d otherwise be pricing.

What to do this week

Give it an afternoon. Look up who your domain name is registered to. Check who owns the trademark on your business name and logo; the register is public. Find out where your critical source code lives and whose account it’s in. Then pull your five largest customer and supplier contracts and search each one for “change of control” and “assign”.

Anything with the wrong name on it, or a clause you didn’t know was there, goes on the list. Your lawyer will want that list, and so will a buyer.

The full legal rehearsal, from shareholder agreements to the contracts that need to survive a change of control, is in Financial and Legal Essentials for Selling Your Business. The systems side, from source code to software licences, is in Maximising Operational and Technological Efficiency. Both are free to download from the Download Vault: manolutions.com/downloads.