Jurisdiction(s):
United Kingdom

UK share purchase IP due diligence checklist for buyers: SPA terms, ownership/licensing, software, employees/contractors, searches, risk, warranties and indemnities

Published by a LexisNexis IP expert

Checklists

This checklist has been prepared for the buyer and is intended to spotlight common issues and the key questions to address when conducting due diligence in a share purchase where the seller is a limited liability company. It concentrates on the IP assets and rights aspects of the deal and should be used alongside due diligence in other areas, such as IT and financial position. For corporate aspects of these transactions, see Share purchase agreement-overview. For further information, see:

Practice Note: IP issues to consider in share purchase contracts
Information technology due diligence in share purchase transactions-checklist
Practice Note: IP due diligence for software companies
Practice Note: Corporate transactions for technology lawyers
Share purchase transactions-IP issues-checklist

For example agreements, see Precedent: IP due diligence questionnaire.

Completion process

Be clear on how the sale will progress from offer to completion. For example:

confidentiality agreement
heads of terms (subject to financial, commercial, legal and IP/IT (and sometimes actuarial) due diligence)
due diligence questionnaire
due diligence report...

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Web page updated on 27/05/2026

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