Buying out a business partner: share transfer and separation in a digital marketing agency
Two co-owners going their separate ways amicably, with the shares, the clients, the staff and the intellectual property divided on paper
By Malcolm ZoppiMarketing and media
Key facts
- Deal type
- Corporate restructuring
- Acting for
- The remaining shareholder (buying out his co-owner)
- Business
- Digital marketing agency, London
- Sector
- Marketing and media
- Deal value
- Sub-£100k
- Structure
- Transfer of the departing shareholder's shares to the remaining shareholder, with a separation agreement covering clients, staff and IP
- Timescale
- A few weeks
- Completed
- October 2026
- Lead solicitor
- Malcolm Zoppi
At a glance
Two co-owners of a London digital marketing agency decided to go their separate ways. We acted for the one staying, who bought his partner's shares for a sub-£100k sum. The transaction was amicable, but amicable does not mean simple: the shares had to be valued, and the clients, the staff and the agency's intellectual property had to be separated so that both could carry on without stepping on each other.
The client and the objective
The client wanted to keep the agency, its name and its core clients, pay his partner a fair price for his shares, and part on good terms. The departing partner wanted to take certain clients and work with him. Both wanted it done quickly and without a dispute, which meant settling the commercial points before anyone drafted anything.
The deal
- Transfer of the departing shareholder's shares to the remaining shareholder, documented with a share purchase agreement and stock transfer form rather than a company buyback.
- A separation agreement allocating clients, staff and intellectual property between the agency and the departing partner.
- Resignation of the departing partner as a director, and the Companies House filings to reflect the new position.
- Mutual releases and restrictive covenants limited to what each side had agreed to leave with the other.
Key legal issues and how we solved them
Valuing the shares
There is no market price for shares in a small private agency. The parties agreed a value by reference to the agency's earnings and the clients each would keep, which we then documented as the consideration. The point was to record the agreed figure in a way that neither could reopen later.
Dividing the clients
Each client relationship was allocated to one side. For clients leaving with the departing partner, the agency released them from any restrictions and transferred the engagement; for clients staying, the departing partner gave a non-solicitation covenant. Listing the clients by name in a schedule removed the ambiguity that causes most post-separation disputes.
Staff
Where an employee was moving with the departing partner, the move was documented as a termination and new engagement rather than left to work itself out, and the agency took no continuing liability for staff it no longer employed.
Intellectual property
An agency's work product, templates, brand assets and accounts for client campaigns are all intellectual property. We allocated each category, assigned anything the departing partner was taking, and confirmed the agency's ownership of everything else, so that neither side could later claim the other was using its material.
Outcome
The transfer completed in October 2026. The client is now the sole owner of the agency, the departing partner has taken the agreed clients and work, and both continue in business without a dispute.
What this deal shows
- A partner buyout is a share transfer plus a separation agreement; the second document is where the real work is.
- Clients, staff and IP should be allocated by name, not by principle.
- Settling the valuation commercially before drafting saves more time and money than any clause.
“Most partner separations go wrong over clients and staff, not shares. We wrote down who kept what, by name, and both sides walked away with a business.”