Selling and Acquiring Nurseries - Legal Support Across Commercial Property, Corporate & Banking

Nursery properties raise unique legal considerations, including safeguarding requirements, Ofsted compliance, planning constraints and strict operational standards.

Our Commercial Property team assists with:

Premises Due Diligence

• Reviewing title, easements, covenants and boundary issues
• Planning and Use Class E compliance
• Fire safety and building regulation considerations

We ensure the property is fit for purpose and free from legal risks that could affect value or operation.

We liaise with specialist surveyors and consultants where necessary, to ensure the property is fit for purpose and free from legal risks that could affect value or operation.

Leasehold Nursery Transactions

• Assignments, underleases and negotiating new leases
• Landlord consents and licences to assign
• Variations of lease terms
• Rent review, break options and security of tenure
• Resolving property issues that may delay funding or completion

Freehold Sales and Acquisitions

• Contract negotiation
• Transfer deeds and title rectification
• Planning and enforcement issues in conjunction with specialist planning consultants, where appropriate
• Post-completion registration

Our Corporate team leads on the legal aspects of buying or selling a nursery business, ensuring the deal structure and documentation accurately reflect the unique risks of operating a nursery.

Our Corporate team advises investors, owner-managers and group operators on all corporate aspects of nursery sales and acquisitions, including both asset purchases and share sales.

Corporate Services Include:

• Advising on Heads of Terms and deal structuring
• Drafting and negotiating asset purchase agreements (APAs) or share purchase agreements (SPAs)
• Managing warranties and indemnities, with nursery-specific protections such as safeguarding issues, staff ratios and historic regulatory issues
• Conducting and reporting on corporate and commercial due diligence
• Managing the disclosure process
• Coordinating with accountants and tax advisers on efficient structuring and financial/ tax matters arising from due diligence and the warranties
• Project managing completion mechanics and multi-site closings
• Post-completion filings and company secretarial requirements

We balance legal protection with commercial pragmatism to keep your transaction moving.

Regulatory & Operational Considerations

Nursery transactions have unique risks. The Corporate team ensures that your transaction properly deals with:

• Ofsted registration requirements for new owners or controllers
• Parent contracts, fee schedules, deposits, and refunds
• Management continuity and operational risk
• Transition planning for staff, contracts, and suppliers
• TUPE considerations in collaboration with our Employment team,

We also seek to align regulatory obligations with transaction timelines so that business continuity is not disrupted as far as possible

Nursery acquisitions are frequently funded through bank funding, commercial mortgages or specialist childcare-sector lenders.

Our Banking team has extensive experience acting for both borrowers and lenders on nursery-related finance and supports with:

• Reviewing and negotiating loan facility agreements
• Assisting with the satisfaction of condition precedents in advance of completion
• Reporting on title and issuing Certificates of Title
• Advising on security documents, including fixed and floating charges, debentures and personal guarantees
• Lease and landlord requirements for lender approval
• Working with valuers, brokers and lenders to satisfy conditions precedent
• Coordinating drawdown, funds flow and completion
• Supporting refinancing or portfolio funding arrangements

We understand the timelines and conditions lenders impose on childcare businesses, enabling smoother transactions and completions.

Nursery businesses are workforce-intensive and subject to strict regulatory oversight.

Employment compliance is critical to maintaining Ofsted standards, safeguarding obligations and operational continuity, particularly during a sale, acquisition or refinancing.

Our Employment team works closely with our Corporate specialists to identify and manage employment risks at every stage of a transaction.

We support nursery operators with:

• TUPE advice in asset sales and acquisitions, including consultation and liability management
• Reviewing and drafting Contracts of Employment, senior service agreements and staff handbooks
• Advising on Restrictive Covenants in Employment Contracts to protect goodwill and confidential information
• Supporting Redundancies and Reorganisations following completion
• Managing Discipline and Grievance procedures and Workplace Investigations,
• Advising on Employment Disputes & Tribunal Claims identified during due diligence
• Supporting compliance with the Duty to Prevent Sexual Harassment and broader Equality, Diversity and Inclusion obligations
• Providing ongoing HR support through Myerson HR

We ensure employment liabilities are identified early, appropriately reflected in transaction documentation and managed post-completion effectively, protecting both business value and reputation.

A nursery transaction usually requires three main areas of legal expertise:

• Commercial Property (premises, leases, title, planning, compliance)
• Corporate (business sale/purchase agreements, purchase price structure, due diligence, warranties, indemnities, disclosure)
• Banking & Finance (loan agreements, security documents)

Nursery transactions involve regulatory issues, Ofsted considerations and safeguarding requirements so it is important to use solicitors who understand the sector.

Both structures are common.

• Asset purchases allow the buyer to cherry-pick assets and liabilities that it wants and to leave all other assets and liabilities with the seller.
• Share purchases allow the buyer to take over the company as a whole, including all assets and liabilities of the company.

The right option depends on tax, financial, operational and regulatory considerations. Our Corporate team will work with your accountant, tax adviser and/or your corporate finance adviser to assess the best structure for your circumstances.

Nursery premises must meet strict requirements, including:

• Use Class E compliance
• Safeguarding and secure access arrangements
• Planning conditions
• Fire safety and building regulations
• Outdoor space requirements
• Ofsted suitability checks

Our Commercial Property team carries out thorough due diligence to ensure the site is legally and operationally compliant.

If the nursery operates from leasehold premises, landlord consent is almost always required for a lease assignment or change of control.

This process can cause delays if not managed early. We liaise directly with landlords to secure the necessary approvals.

Ofsted does not approve the sale itself, but the new owner must be registered before taking over regulated childcare activities.

We ensure that the property and legal structure support the Ofsted process, and we coordinate timelines to avoid disruption to the business.

Legal due diligence typically includes:

• Reviewing the lease or freehold title
• Checking planning and compliance
• Working with you on considering staff arrangements, including staff ratios, DBS checks and qualifications, and TUPE obligations (if the nursery is being acquired via an asset deal),
• Reviewing contractual arrangements with suppliers and parents
• Historic regulatory compliance and Ofsted reports

Our Corporate, Commercial Property, and Employment teams work together to consider the due diligence information before reporting to you about the issues noted. 

Yes. If the nursery is acquired via a share purchase the staff remain employed by the same company – it is the owners of that company change.

If acquired via an asset sale, most nursery sales involve TUPE, meaning staff automatically transfer to the buyer.

Our Employment team supports both parties in due diligence, managing consultations, contract reviews and compliance with legal obligations.

Banks or specialist childcare lenders finance many purchases.

Our Banking team assists with:

• Loan facility agreements
• Security documents
• Certificates of Title
• Satisfying lender requirements (including condition precedents)
• Liaising with valuers, brokers and corporate finance advisers

We ensure the finance process runs smoothly and does not delay completion.

Timeframes vary, but most transactions typically take 8–12 weeks, depending on:

• Leasehold issues
• Funding arrangements
• Level and complexity of due diligence
• Structure of the transaction
• Ofsted timing
• Whether multiple sites are involved

Early preparation helps avoid delays.

Buyers typically look for:

• Stable occupancy figures
• Strong financial performance
• Good Ofsted ratings
• Well-maintained premises
• Strong staff retention
• Clear financial and operational documentation

We can help sellers prepare their nursery for market to maximise value.

Yes. We regularly act for group operators and investors acquiring multiple nurseries simultaneously. We manage:

• Portfolio due diligence
• Cross-site lease negotiations
• Multi-party completions
• Complex financing arrangements

Our integrated team structure helps ensure consistency across all sites.

Ideally, before heads of terms are signed, as early advice can influence structure, tax considerations, risk allocation and timelines. We also help review deal terms to prevent issues arising later.