Buying a Business When the Owner Passes Away: What You Need to Know About Probate & Deal Structuring

Currently working on a deal were this is the scenario (UK). When a business owner dies, their shares don’t automatically change hands — they become part of the estate and fall under probate. That can delay deals, create uncertainty, and even open the door for competitors. But with the right structuring — conditional SPAs, options, escrow, or interim management agreements — it’s possible to lock in a deal, protect value, and even step into operational control before probate is granted. Understanding these mechanics can make the difference between losing an opportunity and securing a great acquisition on favourable terms. Here are some notes.

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