Sale of Companies & M&A Advisory
Law Firm
We primarily represent owners of Czech companies, family businesses and companies with significant real estate assets in the process of selling a business corporation (sell-side mandates). We also help owners who have already received an offer from an investor and need to determine whether its price and structure are genuinely favourable. We have connections to funds that acquire companies, as well as to clients who want to buy Czech companies.
Discuss selling your company confidentially
The first consultation is led by JUDr. Jakub Dohnal, Ph.D., LL.M., managing partner of ARROWS and author of the book Jak prodat firmu s nemovitostmi (How to Sell a Company with Real Estate).
In recent years we have closed deals worth hundreds of millions of crowns – from shopping centres and development projects to advising on the sale of manufacturing companies. All mandates are covered by attorney-client privilege, so you have a guarantee of discretion.
How we help you sell your company
Preparing the company for sale
It is better to uncover the company's weak points before the buyer does. We carry out a legal review and check key contracts, employee relationships, asset ownership, disputes, licences, trademarks and other areas that could affect the price or the course of the transaction.
We propose what needs to be fixed, separated or explained before the sale process begins. We also prepare the data room and materials for the buyer's due diligence. We describe this in more detail in the article How to Prepare a Company for Sale Through Due Diligence.
Finding a buyer for your company
We help you identify and approach suitable buyers – strategic investors from the industry, investment funds, and parties looking for an opportunity to expand their business. We prepare an anonymous presentation of the company and set up a gradual disclosure of information so that the sale does not jeopardise relationships with employees, customers or business partners. Sensitive materials are only made available after a non-disclosure agreement has been signed.
We compare incoming offers not only by price, but also by the method of financing, payment terms, required guarantees, and your role in the company after the sale. The goal is to find a buyer who offers good terms and has a genuine ability to complete the transaction.
We explain how the price is determined and how to look for an investor in the article How to Find a Buyer for Your Company and Determine Its Price.
Structuring the sale
We assess whether it is more suitable to sell a share in the company, individual assets, part of the business, or to reorganise the company before the transaction. Together with tax advisors, we compare the legal, tax and economic impacts of each option. We understand residual real estate value and how it affects the price in a share deal or an asset deal.
The difference between selling a share and selling assets can fundamentally affect the seller's net proceeds. You can find a practical comparison in the article Acquiring and Selling a Company: Share Deal or Asset Deal.
If the company needs to adjust its ownership or holding structure before the sale, we also involve ARROWS specialists in corporate law, holding structures and company structuring.
Assessing the offer and negotiating the LOI
A buyer's first offer usually determines more than just the price. It also governs exclusivity, the method of calculating the purchase price, working capital, net debt, the earn-out and the seller's liability.
We review the indicative offer or letter of intent and alert you to conditions that could later reduce the amount actually paid to your account. We help you negotiate the key economic and legal parameters before you commit to them.
If part of the price depends on the company's future results, we prepare precise rules for calculating and verifying it. We explain the risks of this mechanism in the article Earn-Out: How to Sell a Company for the Maximum Price.
Legal representation during due diligence
We manage the legal part of the review and communication with the buyer's advisors. We help you answer their questions, disclose sensitive information in a controlled manner, and explain any identified risks so that they do not needlessly reduce the purchase price.
Our goal is not to claim that the company has no problems. The goal is to know them before the buyer does, prepare solutions for them, and keep the negotiation under control.
Negotiating and preparing the agreements
We prepare or review the agreement for the sale of the share or the business, and negotiate in particular:
the exact amount and method of adjusting the purchase price,
the terms of its payment,
the seller's representations and warranties,
liability caps and time limitations,
any escrow or retention,
the earn-out and other deferred payments,
non-compete clauses,
conditions between signing and completion (closing) of the transaction,
handover of the company and the departure of the original owner.
We pay special attention to the seller's liability after the transaction is completed. We describe the practical implications in the article Protecting the Proceeds from Selling a Company: Representations and Warranties.
Secure completion of the transaction
We prepare the closing conditions, signing documentation, attorney or bank escrow, and the procedure for handing over the company. We check that all conditions have been met before the transfer of the share or assets and that the purchase price will be paid in the agreed manner.
Selling a company with real estate
A separate specialisation of ARROWS is the sale of companies that own production facilities, office buildings, warehouses, land or development projects.
In these transactions we handle not only the sale of the company itself, but also:
separating the operating and real estate parts of the business,
title to the property and easements,
lease relationships,
financing and pledges (mortgages),
environmental and construction risks,
the tax implications of individual options,
setting the price for the operating and real estate parts.
You can find more information in the article Selling a Company with Real Estate and in the book Jak prodat firmu s nemovitostmi (How to Sell a Company with Real Estate).
Cross-border sale of a company
If the buyer is a foreign investor, we also manage the legal side of the transaction outside the Czech Republic. Through ARROWS International we coordinate foreign lawyers, unify the documentation, and ensure the client has a single point of contact for the entire transaction.
We help with the sale of a Czech company to a foreign strategic investor, as well as with transactions involving companies or assets in multiple countries.
Why handle the sale of your company with ARROWS
We understand both the law and the economics of the transaction
We do not just deal with the wording of the agreement. We also monitor the method of calculating the purchase price, net debt, working capital, deferred payments and other parameters that determine how much the seller actually receives.
We excel with companies that hold real estate
We combine transactional, corporate, tax and real estate expertise. You do not need to separately coordinate lawyers for the sale of the company and another team for real estate.
We have the capacity for comprehensive due diligence
Specialists in corporate law, real estate, labour law, tax, competition, compliance and regulation all work on our transactions. ARROWS has more than 40 lawyers and the firm is insured up to CZK 350 million.
You deal with a specific partner
The transaction is led by a designated partner who handles strategy, negotiation and key decisions with you. The individual parts of the review are then handled by the relevant specialists.
When to contact us
Get in touch with us if:
you are considering selling your company in the coming years,
you already have a specific interested party or offer,
you want to prepare the company legally and from a tax perspective before the sale,
you need to find out whether the proposed structure is favourable,
you are looking for an investor or a suitable buyer,
you are selling a company with real estate,
you are negotiating with a foreign investor,
you need to protect the purchase price and limit your liability after the sale.
The best results come from preparation started at least 12 to 24 months before the planned sale. However, we can also help even if you already have an LOI or a draft agreement from the buyer on the table.
Who will guide you through the sale of your company
JUDr. Jakub Dohnal, Ph.D., LL.M.
The managing partner of ARROWS has long focused on company sales, transactional advisory, and projects with a significant real estate component. He combines legal advice with a practical view of price, deal structure and negotiations with investors.
He is the author of the book Jak prodat firmu s nemovitostmi (How to Sell a Company with Real Estate), intended for business owners who want to prepare for a sale well in advance.
Jakub Dohnal's profile
E-mail: dohnal@arws.cz
Phone: 245 007 742
Frequently asked questions
1. When should you start preparing the company for sale?
Ideally 12 to 24 months before the planned transaction. This gives you time to eliminate legal and tax risks, adjust the group structure, and prepare documentation. If you already have an offer, it is important to involve an advisor before signing the LOI or granting exclusivity.
2. How long does selling a company take?
If the buyer is already known, the legal and negotiation phase can take several months. When actively searching for an investor, the whole process tends to be longer. The specific duration depends on the company's readiness, the number of interested parties, financing, and the scope of the due diligence.
3. Can you determine the value of a company?
Yes, thanks to our experience we know what companies actually sell for. We are also familiar with IVS standards, work with both the residual and income methods, and can analytically break down items that are added to the price as well as those deducted from it, such as shadow capex.
4. Can you also help find a buyer?
Yes, we can offer you a managed sale process and outreach to relevant players. Before approaching the market, we first establish confidentiality for the process and prepare the company so that the disclosure of sensitive information does not jeopardise its operations.
5. What if the company owns real estate?
We assess whether it is more advantageous to sell the company together with the real estate, separate the real estate beforehand, or set up a long-term lease. Each option has different tax, legal and pricing implications.
Thinking about selling your company?
The first conversation is confidential. We will discuss your situation, how prepared the company is, whether a potential buyer already exists, and the next steps. You do not need to have a valuation or complete documentation ready.
Arrange a confidential consultation
JUDr. Jakub Dohnal, Ph.D., LL.M.
245 007 742
Advokáti ARROWS, kteří řeší agendu prodeje firem
Read our experts' articles
Trademark in the context of a company sale
During due diligence, the buyer of a company will ask who owns the brand. If a trademark is registered in the name of the managing director instead of the company, or was not transferred after registration, it can reduce the company's value and delay the sale. Lawyers from the Prague-based ARROWS law firm will verify the status of trademarks before the sale and set up the transfer so that the buyer gets what they are paying for, ensuring the sale is not delayed by registrations or licensing.
Company sale and acquisition financing: how banks value the subject of the acquisition and what they look for in the buyer
Owners of thriving companies — with turnover, employees, proprietary know-how, and often real estate used for business — sooner or later address the question of selling. The most common reason is the lack of a family successor, or simply a decision not to pass on to the next generation the obligation to continue what the owner themselves built. However, there is also a growing number of transactions where a company is acquired by another business entity for the purpose of industry consolidation or entering a new market.
What role does the book value of the real estate play in a share deal transaction?
In a share deal, the residual value of the property determines the buyer's future tax depreciation as well as the amount of the 21% deferred tax. The buyer does not acquire a new depreciation base: they take over the accumulated depreciation, technical improvements exceeding CZK 80,000, and the ten-year period for adjusting the VAT deduction. The lawyers at ARROWS show how to reflect this in the price and in the SPA. Below you will also find a calculated price bridge.
Share Deal vs. Asset Deal: Which Structure to Choose for a Company Sale?
When you sell a company, choosing between a share deal and an asset deal decides how much money you keep and who is left holding its old debts. Sellers usually come out ahead with a share deal thanks to a five-year tax exemption, while buyers often push for an asset deal to avoid inheriting the company's past. ARROWS attorneys explain which structure fits your deal and what to prepare for.
Managing Seller Risks Between Signing and Closing in Company Sales
Between signing a company sale agreement and its completion, the seller formally remains the owner, but the contract usually bars paying dividends, dismissing key staff, or selling assets without the buyer's consent. Find out what "ordinary course of business" actually means and how to respond if the buyer withholds consent without good reason.
Selling Fully Depreciated Company Assets to Owners
Selling a fully depreciated company car to a director must be done at market price, not the accounting book value, or the company risks a back-tax assessment and the buyer faces tax on the resulting benefit plus social security contributions. Find out how to document the market price and when an independent appraisal becomes essential.
Earn-Outs in M&A
An earn-out can get you a higher total price when selling your company, since part of the payment depends on future revenue or profit, but once the contract is signed you lose control over how the business is run. The new owner can shift the results through accounting changes or a different strategy, and a vaguely written contract then leads to disputes lasting years. Find out how to lock down the metrics and audit rights so the earn-out actually gets paid.
Transactional Risk Insurance (W&I)
W&I insurance protects a company buyer from having to sue the seller for damages after closing if one of the contractual warranties turns out to be false. Find out what risks the policy typically covers and how much it usually costs.
Preparing Your Company for Sale
Companies that prepare for a sale 6 to 12 months in advance achieve a price 15 to 30% higher than those who rush, because the buyer's due diligence turns up fewer flaws to use as leverage for a lower offer. Find out everything a buyer checks and what tax differences arise between selling shares versus selling company assets.
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