The shape of a sale.
Most sales follow a familiar arc. The commercial terms are often agreed first, sometimes through a broker, and recorded in a heads of agreement. A contract is prepared, the buyer investigates the business, and the parties work through the lease, the licences, the employees and the transfer of assets before settling. Behind that sits a long tail of practical steps: liaising with the accountant or broker, diarising the dates that control the deal, finance, due diligence, landlord approval, franchisor approval and settlement, calculating the settlement adjustments including employee entitlements, and arranging the transfer of everything from vehicles and the business name to the phone number, email, domain, website and social accounts.
What drives the timing.
The timing is set by the moving parts rather than the contract itself. A lease assignment or a new lease, a finance approval, a franchisor's consent or a licence transfer can each become the critical path. Adjustments can be involved enough that the accountant is drawn in, particularly where stock, work in progress, prepayments and employee entitlements all have to be reconciled at settlement.
The trap that stretches a sale out.
A sale can stall for a reason that catches sellers out. If the buyer is given possession before the documents are signed, the incentive to finish the paperwork tends to evaporate, so it is better to complete the documents first and hand over afterwards. This is an orientation to the shape of a sale, not advice on your own, because the detail that decides the outcome, the apportionment, the warranties, the restraints and the adjustments, is specific to the business. Our business sale and purchase service runs the transaction from the contract through to settlement.
Giving the buyer the keys before the contract is signed is the classic way a sale drags for months. Once the buyer has what they wanted, which is possession, the pressure to sign disappears.