Expert Solicitors for Buying a Nursery
If you are buying a nursery in England and Wales, there are numerous legal and regulatory requirements to consider. Our specialist corporate and commercial solicitors can guide you through the purchase, advising on all aspects of the transaction, making it as stress-free as possible.
Our expert solicitors advise on nursery purchases across the UK from our offices in Bristol and the surrounding area in Bedminster, Bishopston, Bristol city centre, Kingswood and Thornbury.
Our expertise in buying a nursery
When buying a nursery, you will take on all aspects of the business and the property it operates from, which can often feel daunting. Our corporate and commercial lawyers have proven expertise in nursery purchases and can put you at ease from the start.
Barcan+Kirby’s nursery purchase solicitors advise clients on buying all types of nurseries; from family-run day nurseries to pre-schools and children’s centres.
Our buying a nursery expertise includes advising on:
- Transaction structure, such as whether it is a share purchase or asset purchase.
- Funding and financial considerations and how the price will be structured.
- Pre-purchase documents such as heads of terms, exclusivity agreements and confidentiality agreements.
- The drafting and negotiation of the main purchase agreement.
- Due diligence investigations of the business, including corporate, property and employment.
- Property considerations, e.g. leasehold/freehold and planning concerns.
Using our extensive experience, we help find pragmatic solutions and ensure your purchase proceeds as smoothly as possible.
Case study | Barcan+Kirby’s nursery experts advise buyer on rare opportunity
“We were extremely satisfied with the services provided. We selected Barcan+Kirby as they were recommended to us as childcare experts. We felt the team had a lot of experience dealing with the acquisitions of nurseries and were able to draw on this. The team took the time to understand our particular situation and recommend the best path for us. They clearly articulated why they were making specific recommendations.”
– The purchaser of a nursery in Carlisle
“George is a pleasure to work with. She has great attention to detail and is thorough and attentive. I would highly recommend her for any M&A work.”
– A nursery client who has used the firm for a number of purchases
What do I need to consider when buying a nursery?
Before buying a nursery, you should consider the following:
What is the business structure?
How will you structure the purchase? You could buy the assets of an existing provider or purchase a company already operating a nursery (the latter is particularly attractive to minimise the process required with OFSTED and benefit from the continuation of a ‘good’ or ‘outstanding’ rating). The decision about which route to take is a matter for negotiation and has tax implications, and we suggest you work with an Accountant as well on the structure for that reason.
What type of agreement do you need when buying a nursery?
When you buy a nursery, you enter an agreement with the seller. This will be either a share purchase agreement or an asset/business purchase agreement. The agreement will set out all the terms of your deal, allocating risks between the parties based on the negotiated positions reached. Our team will guide you on the terms of this agreement and what you might need to consider.
What due diligence should I do?
Historic liabilities, compliance and obligations should be considered in any acquisition. We recommend full due diligence of the business and property, including its history, finances, prospects, relationships with staff and parents as well as its regulatory compliance. Our team will work closely with you and your other advisers to carry out the legal due diligence alongside the financial, tax and operational aspects.
The property
The property the nursery operates from is crucial to its success and you will want to be sure you have the rights you need to carry on the business in its location for the future. The property can bring some extra complexities and you will want to consider the following:
- Where does the title (be that freehold or leasehold) to the property sit? And what is required to transfer that if needed as part of the transaction?
- Does the nursery have all the planning permissions it needs, is it complying with all conditions attached to those and does it meet required health and safety standards to operate as it does?
- Was any work carried out at the property done properly in accordance with building regulations?
Our Commercial Property team works closely alongside our corporate solicitors on nursery acquisitions, providing you with advice on the property as part of your nursery purchase in a joined-up and streamlined way.
Compliance requirements for buying a nursery
In England, OFSTED regulates the nursery and childcare sector and it is vital that you and any nursery you operate comply with OFSTED’s registration and other requirements. Nursery buyers tend to interact with OFSTED themselves, but we are happy to help where we can.
Employment contracts
When you buy a nursery, you will likely take on the existing staff. As part of this, you may need to review their employment contracts and any policies and procedures that you will take responsibility for once the purchase is complete. If the transaction is an asset purchase, there will need to be a TUPE transfer of staff. Our Employment team can help with reviewing contracts and documents before you take ownership if required, and advise on any TUPE process.
Contracts with suppliers and parents
As well as staff, you will also take on the nursery’s children, parents and suppliers, e.g. utilities, waste and other property-related or operational providers. It is worth checking these contracts to understand what you may be inheriting. Our corporate and commercial lawyers can advise you on what to consider and look out for.
Buying a nursery FAQs
As with any purchase of a property or business, it is vital to instruct an experienced solicitor as soon as possible. When buying a nursery, it is a good idea to seek advice early and certainly before you agree on the heads of terms.
It is important to get off on the right foot and our corporate and commercial lawyers can help you do that. Call us on 0117 325 2929 for expert advice.
There are two options for buying a nursery:
- Share purchase: this is where you buy the shares of the target company (and take on any liabilities as a result)
- Asset purchase: effectively you cherry-pick, and buy the goodwill and relevant assets/rights of the business, e.g. the property, contracts and employees, but in general not the liabilities
When buying a nursery, it is important to consider the implications of the structure, the impact this will have on the process, and the risks to be dealt with as a result.
You should ensure you are familiar with the regulatory and legal requirements for running a nursery. These include:
- Regulatory requirements: for example, Ofsted registration and operational requirements, such as appropriate safeguarding procedures, the qualifications of your employees and the staff-to-child ratios you adopt.
- Health and safety requirements: for example, asbestos reports depending on the age of the property, and fire, electrical and gas safety reports and certificates.
- Insurance requirements: ensuring you have appropriate and sufficient insurance cover in place to cover both the nursery operations and buildings you operate from.
- Employment law requirements: for example, complying with national minimum wage requirements and the rules around holiday entitlement and pay.
Contact our commercial lawyers about buying a nursery
When buying a nursery, it is important to ensure all the legal and regulatory requirements have been met to ensure the process runs as smoothly as possible. Our specialist team can help with these requirements whilst ensuring the day-to-day running of the nursery is not disrupted.
To find out more about how we can help with your nursery purchase or with the day-to-day running of a nursery, call 0117 325 2929 or fill out our online enquiry form.