Key considerations: a post-completion checklist for managed service IT service transactions

The transfer of shares is not legally effective until the new ownership is properly recorded in the company's register of members. Following completion, a buyer will need to consider the following important steps to ensure that it takes proper legal title:

• any updates to the share capital, appointments or otherwise which took place as part of the transaction are recorded at Companies House
• stamp duty (0.5%) is submitted to HMRC within 30 days. Importantly, the register of members (which under The Companies Act 2006, records who the legal owner is) cannot be updated until the Stock Transfer Form has been stamped, meaning tax payable on the transfer has been settled
• once stamp duty has been paid, the register of members is accurately and promptly updated to reflect new shareholdings - only at this point does the buyer actually hold the legal title to the shares purchased 
• changes to the Persons with Significant Control (PSC) register are filed with Companies House within 28 days
• share certificates are issued within two months

Failure to address these items can expose investors to legal risk, financial penalties, or disputes over ownership rights. In some circumstances it may mean that the seller retains some rights to the shares which should obviously be avoided. 

Share purchase agreements will commonly contain warranties and indemnities, which serve as protection for the buyer regarding the state of the business they are acquiring. These protections are usually subject to limitations such as financial caps and time limits, so it is important that a purchaser seeks to relay on any protections as soon as the relevant subject matter becomes apparent.  

As such, following completion, a buyer may wish to:

• monitor for warranty breaches, such as undisclosed liabilities, IP ownership issues, or compliance failures. In certain circumstances a buyer may actively seek to indemnity claims in order to ensure that they are brought within any time limits
• track limitation periods. If submitting a claim notice, buyers must be aware of these limitations in order to ensure that these are submitted on time and in the correct format
• losses should be accurately calculated to ensure that any financial limitations are met
• where needed, quickly engage in the appropriate resolutions processes if there are claims to bring

A proactive approach to post-completion claims helps protect investment value and manage legal exposure.

Ensuring a smooth post-acquisition handover is essential to avoid business disruption, for example, buyers may wish to consider:

• insurance policies (cyber, employer liability, PI) are reviewed and updated to reflect new ownership
• payroll systems and PAYE records are transitioned correctly (with appropriate tax advice)
• VAT registration and post-sale filings are current and accurate (again, with appropriate tax advice)
• pension obligations and auto-enrolment duties continue without lapse

In any UK MSP share purchase, post-completion is a critical phase where legal ownership, compliance, and operational stability must be secured. Failure to act can undermine deal value and create future risk.

By following this MSP post-completion checklist - covering share registration, statutory filings, legal risk management and governance - buyers can protect their investment and ensure a smooth transition into MSP ownership.

Engaging experienced legal advisors and tax professionals ensures that each step is handled efficiently and in line with UK corporate and regulatory standards.

Oliver Ward is a legal assistant in the corporate and commercial team.