Selling or handing over your firm? Don't forget the archive
Short answer
In a sale, the company records usually go with the business, so any value in them goes to the buyer, often without anyone pricing it. If you license copies of your archive before or alongside a sale, you keep the records and the business intact and can earn from the archive separately. Talk to your deal advisers first, because it has to fit the sale terms.
What usually happens to the records in a sale
When a firm is sold, its records normally go with it: they're part of the assets, or they stay with the company whose shares change hands. Nobody puts a separate price on fifteen years of quotes, project files and dispatch logs. It's simply part of the deal.
In a family or management succession, the records stay in the business as well. That's usually right, because the firm needs them to keep running.
Why it's worth a look before the deal
AI developers now license copies of exactly this kind of archive from owner-led firms. A non-exclusive licence doesn't take the records away from the business. The business keeps its originals and keeps working as before. So an archive can earn something on its own, without changing what's being sold.
The rules for doing it right
- Talk to your deal advisers first. A licence you grant before a sale is something a buyer will want to know about. Disclose it, and agree it with your M&A adviser or lawyer.
- Licence, not sale. Only copies are licensed, for a defined use. Your company, its assets and its customers aren't part of it.
- Keep it non-exclusive unless you and your advisers decide otherwise, so the buyer of your business can use the records freely.
- Mind the timing. After closing, the records usually belong to the buyer.
Questions to ask yourself
- How many years of digital records does the firm have, and where do they live?
- Which of them does the firm clearly own? See Is it legal to license my business records for AI training?
- Is there room in the deal timeline to look at it now?
Quick questions
Does licensing my records reduce the value of my business?
A non-exclusive licence of copies leaves you owning the records and the business. But a buyer may care about any licence you've granted, so disclose it and agree it with your advisers before or during a sale.
Can I license records after I've sold the company?
Usually not. After the sale, the records normally belong to the buyer. If you want to license them, do it before the sale or agree it in the sale terms.
Is licensing the same as selling the business?
No. A licence covers copies of records for a defined use. It isn't a sale of your company, its assets or its customers.
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