Before you start: two things that change the list itself
Two facts about your deal decide which items apply to you and which do not, so establish them before you work down the checklist.
The second fact is whether the business trades under a name different to the entity, which is common in owner-managed businesses. A restaurant registered as a Pty Ltd may trade under a name unrelated to the legal entity, and the customer-facing name, the supplier-facing name and the SARS-facing name may all be different. Note them all before you start. Every entry below applies to whichever name a particular system holds.
Statutory and regulatory
- CIPC: on a share sale, file the change of directors and shareholders. On an asset sale, if you bought the assets into a new entity, complete that entity's CIPC registration and confirm the previous entity is deregistered on the seller's side. Reset the annual return date in your diary either way.
- SARS: notify SARS of the change in ownership or the new entity. Confirm VAT registration is current on the correct entity, and update the public officer on the SARS profile. Add yourself as the eFiling representative on income tax, VAT, PAYE, UIF and SDL, and remove any of the seller's tax practitioners you have not agreed to keep.
- PAYE, UIF and SDL: confirm the correct EMP numbers are active on the entity you now run, and that the monthly EMP201 filing responsibility is with you or an accountant you have engaged, not still with the seller's bookkeeper.
- COIDA (workmen's compensation): update the registration into your name or new entity, and confirm the letter of good standing is current, per KB015.
- BEE certificate or affidavit: replace the seller's document with one in your entity's name. A supplier or corporate customer will ask.
- Sector licences and permits: transfer or reapply for every operating licence and health certificate the business relies on, working from the list built during due diligence. This is where asset purchases most often stall: some cannot transfer and must be reapplied for from scratch, per KB047.
Money and banking
- Bank account: on a share sale, change the signatories and remove the seller's access. On an asset sale, open a new business bank account in the buying entity's name and move the trading in over a planned transition, not overnight.
- Merchant and card acquiring: transfer or open a new merchant account. This is one of the slowest items on the list: allow two to four weeks and start it early, so card takings never pause.
- Debit orders and standing debits: list every recurring payment leaving the account, redirect each one to the correct new account, and cancel any that were personal to the seller and should not be running at all.
- Supplier payment details: circulate your account details to every material supplier and, at the same time, confirm each supplier's details to prevent your first payments landing with a fraudster who noticed the change of ownership before you did.
- Customer payment instructions: update the account details on every invoice template, statement and website payment link. Follow up personally with any customer whose payment is late in the first month, because the most common reason for late payment after a sale is a customer still trying to pay the seller.
Systems and operations
- Accounting package: take ownership of the software subscription, or migrate to your own, and get the opening trial balance and chart of accounts handed over in a form your accountant will actually use. This is not a task to defer, per KB030.
- Payroll system: confirm the payroll package licence is under your name, all employees are current, and the tax and UIF filing feeds work under your credentials.
- Point of sale, e-commerce and till systems: change admin credentials, remove the seller's access, transfer the merchant integration to the new account, and confirm end-of-day reconciliations still work.
- Domain, email, hosting and social handles: transfer the domain registration and hosting, get administrator access to every business email address, and reset ownership of every social account. Per KB031, this is where valuable assets quietly stop being yours because the previous owner still holds the login.
- Business software subscriptions: audit every SaaS subscription running on the business's card, transfer the billing, and cancel anything that is personal to the seller.
People, premises and insurance
- Employment records: if you bought the assets into a new entity, employment contracts move to that entity, working from the schedule verified during due diligence. On a share sale, the contracts stay with the company. The mechanics of how staff transfer are covered on the purchase agreement page; the checklist here is administrative.
- Payroll and benefits providers: update every provider (medical aid, retirement fund, EAP) with the new entity or new signatories and confirm the deductions and contributions continue uninterrupted.
- Lease and utilities: notify the landlord of the transfer if the lease permits assignment, and update the account holder on electricity, water, rates and internet where the utility is held in the business's name.
- Business insurance: transfer or replace every policy: business interruption, public liability, product liability, professional indemnity where relevant, cyber, motor. Do not run without cover for a single day, and do not assume the seller's insurer will simply reissue in your name, per KB026.
- Franchise obligations, where applicable: notify the franchisor formally of the ownership change per the agreement, and confirm the franchisor's consent to the transfer if it was a condition of the sale, per KB037.
The ninety-day loop
Ninety days is also the point at which the "change nothing you do not have to" discipline from the transition page starts to relax. Once the paperwork is in your name and the wheels have not fallen off, the business you bought is the business you are running. From here, the work stops being about buying a business and starts being about running one.
