Buying a domiciliary care business: share purchase through a holding company with CQC change of control

At a glance

Our client, a senior nurse with many years in the NHS and private care, is leaving employment to build a care group by acquisition. This first deal is the purchase of a CQC-registered domiciliary care company on the Wirral for a seven-figure price, half paid on completion and half deferred, through a new holding company with bank funding. We act for the buyer, with the lender's and seller's solicitors on the other side of the table.

The client and the objective

The client's plan is to own several care providers and run them as a group, bringing clinical experience to businesses that are often owned by people without it. The objective on this deal was a clean acquisition of a well-run provider, a structure that would accommodate later acquisitions, a smooth CQC transition, and a handover that kept the care staff and the local authority relationships intact.

The deal

• A new holding company as buyer of the entire issued share capital, so that later acquisitions can sit alongside this one.
• Price in excess of £1m, half paid on completion and half deferred.
• Bank funding for the completion payment, with the lender's solicitors taking security over the holding company and the target.
• A structured handover from the outgoing owner covering care packages, staff and commissioners.

Key legal issues and how we solved them

CQC registration and change of control

Because the target company is the registered provider, a share purchase does not require a new registration, but CQC must be notified of the change in control and the registered manager and nominated individual positions have to be dealt with. We mapped the regulatory steps against the completion timetable so that there was no period in which the provider was out of compliance, and took warranties on the registration, inspection history and any enforcement action.

Protecting the deferred half of the price

With half the price payable after completion, the sellers wanted certainty and the buyer wanted recourse. The deferred terms give the buyer set-off rights for warranty and indemnity claims and tie payment to a clear schedule rather than to performance, which suits a care business whose income is largely commissioned by local authorities.

Handover in a people business

Domiciliary care depends on carers, coordinators and commissioners who know the owner. The agreement includes a defined handover period with introductions to commissioners and key staff, and restrictive covenants to stop the outgoing owner competing for carers or clients.

A structure built for the next deal

Buying through a holding company rather than personally means the next acquisition can be funded and held in the same structure, and the lender's security can be extended rather than renegotiated from scratch.

Outcome

The acquisition is scheduled to complete at the end of November 2026, with the CQC notifications made, the lender's security in place and the handover beginning on completion day. This page will be updated once it has completed.

What this deal shows

• In a regulated business the legal timetable is the regulator's timetable.
• A holding company from the first acquisition saves time and money on the second.
• In care, the goodwill is the staff and the commissioners; the handover and covenants protect it.