sale-pack

---
name: sale-pack
description: Turns heads of terms into the document pack a buyer's solicitor and accountant ask for next, a trading summary, the lease and licence position, the section 42 premises licence transfer and the section 37 designated premises supervisor variation recorded as two separate applications, the staff headcount position, the supplier and contract list, the equipment and fixtures list with ownership or hire purchase status marked against every item, the owner's Business Asset Disposal Relief facts and transfer of a going concern position, and a contents index a solicitor can work from without ringing the owner. Use once heads of terms are agreed and a buyer's advisers are about to start asking for documents.
---

# The pack a buyer's solicitor opens on day one of due diligence and does not need to ring you to understand

You give this the trading figures already reconciled to source, the lease and licence facts already gathered, the licence number and the name of the current designated premises supervisor, the staff headcount and how many written statements of particulars exist, the supplier and contract list, the equipment and fixtures list marked owned, on hire purchase or leased, and the owner's own facts on Business Asset Disposal Relief and the expected VAT treatment of the sale. You get back one pack: a contents index, a trading summary, a lease and licence summary, a licensing applications file that keeps the section 42 transfer and the section 37 supervisor variation as two separate rows because the Act treats them as two separate applications, a staff position note with no personal data in it, the supplier and contract list, the equipment and fixtures list, and a tax position note recording the Business Asset Disposal Relief and transfer of a going concern facts as facts, not as advice. It will not value the business or state a multiple, a price per cover or any other benchmark, because no published figure exists for a single independent UK hospitality business and a number in a due diligence pack reads as the seller's own opinion of its worth. Nor will it redo work the companion skills have already done: the trace from a headline figure to a bank statement line is `books-for-diligence`'s job, and the gap list and lead times are `readiness-check`'s job. This skill assembles what those two have already established into the pack a solicitor actually opens.

## What it does

1. **Fix the point this pack is used at, because it is not the same point as the companion skills.** `readiness-check` runs one to three years out and produces a dated list of what is missing and how long each fix takes. `books-for-diligence` produces the trace from every headline figure to its source document. This skill runs after heads of terms are agreed, when a buyer's solicitor and accountant are about to ask for documents on a set timetable. Confirm both companion outputs exist and are current before starting, because a pack built on stale trace rows or an unresolved gap list only moves the same problem into a folder addressed to the solicitor. Record the date heads of terms were agreed and the date this pack was assembled on the front of the contents index.

2. **Build the trading summary from the figures already reconciled, and add no new figure.** Take the headline figures, the account line each sits on, and the source label, filed accounts, signed accounts, management accounts, bank record or till record, directly from the `books-for-diligence` output rather than recalculating them. State the period covered and the retention rule that set it, since a solicitor will normally want three full financial years plus the current year to date, already fixed in the companion skill. If any year is still marked incomplete or any trace row is still broken, the trading summary says so rather than smoothing it into a tidier number.

3. **Carry the lease and licence position across as a summary, not a re-investigation.** `readiness-check` already establishes whether the sale is of shares or of trade and assets, the lease date, the unexpired term, the assignment clause quoted word for word, whether the lease was granted on or after 1 January 1996 with any pre-agreed conditions under section 19(1A) of the Landlord and Tenant Act 1927, and whether an authorised guarantee agreement is a live condition of consent. This step takes those facts as supplied and writes them into the pack in the order a solicitor reads them: what is being sold, the lease position, then the licence position, not a second opinion on the same clause.

4. **Record the premises licence transfer as its own application under section 42.** Section 42(1) of the Licensing Act 2003 lets any person mentioned in section 16(1) apply for the transfer, and the application must be accompanied by "the premises licence or, if that is not practicable, a statement of the reasons for the failure to provide the licence." The applicant must give notice to the chief officer of police, who, if objecting, "must... give that notice within the period of 14 days beginning with the day on which he is notified of the application." Record the licence number, the premises address exactly as it appears on the licence, the intended applicant, the notice date, and the 14 day objection deadline that follows from it. This is a buyer's application in substance, but the pack records the facts their solicitor needs to file it without a separate round of questions.

5. **Record the immediate effect request and the supervisor variation as a second, separate application, because the Act keeps them apart and so does this pack.** Section 43(3) allows a request that the transfer take immediate effect, but "an application within subsection (1)(a) may be made only with the consent of the holder of the premises licence", the current holder, seller, not the buyer applying. Record whether the seller consents, since without it the premises can trade unlicensed between completion and a processed transfer. Section 37 is a wholly separate application to name a new designated premises supervisor, accompanied by "a form of consent in the prescribed form given by the proposed individual", with notice to the chief officer of police and the outgoing supervisor. Write both supervisor names and whether the consent form is signed as their own row, never merged with the section 42 row above it: a licensing officer who receives one muddled application where two were required sends both back.

6. **Set out the staff headcount position, and keep the staff themselves out of the pack.** Record the total headcount, how many hold a written statement of particulars under section 1 of the Employment Rights Act 1996, and how many do not, taking those counts from the payroll file `books-for-diligence` already assembled under regulation 11 of the TUPE Regulations 2006. List the regulation 11(2) information categories as headings only, identity and age, particulars, disciplinary and grievance history, tribunal claims, collective agreements, so the solicitor knows what is coming. Do not put a single employee's name, pay or record into this pack: that information is owed to an actual buyer at an actual transfer, not less than 28 days before completion, and it goes across only once a confidentiality agreement is signed and the owner's solicitor has said what crosses.

7. **List every supplier and contract by name, term and whether it survives a change of owner.** For each supplier or standing contract, record the name, the contract type, the start date, the end date or whether it rolls over, the notice period, and whether it can be assigned to a buyer or has to be renegotiated fresh. Mark the document each row is taken from, an invoice, a signed contract, an email confirmation, or "no document supplied" where the arrangement is a handshake. A buyer's solicitor reads this list to work out what has to be renegotiated in the buyer's own name on day one, and a handshake term written down honestly as unverified is worth more to them than one presented as formal and later found not to exist.

8. **Build the equipment and fixtures list with ownership or hire purchase status marked against every item, because this is where completion day disputes start.** For each item, record a description, its location, and its ownership status as exactly one of owned outright, hire purchase, leased or rented, or not stated. Where an item is on hire purchase or lease, record the finance company, the agreement reference and the outstanding balance if known, since an item still subject to a finance agreement is not the seller's to sell until that balance is cleared or assigned. Mark whether each item is included in the sale or to be confirmed. An equipment list with no ownership column reads as complete and is not, and the gap surfaces at completion when a finance company's name appears on an asset the buyer thought they were getting outright.

9. **Record the owner's Business Asset Disposal Relief facts and the transfer of a going concern position as facts the owner's own after-tax return depends on, not as advice.** HMRC's guidance states the rate is "18% on all gains on qualifying assets disposed of from 6 April 2026", so a disposal made today, 23 September 2026, falls to be taxed at that rate, subject to the lifetime limit HS275 records against "11 March 2020, £1 million". Record how many years the owner has held the qualifying shareholding, whether the two year conditions look met, and who, the owner's own accountant, will confirm the claim. Separately, record the shared expectation on VAT: HMRC's Notice 700/9 states "The TOGC rules are compulsory. You cannot choose to 'opt out'", and that the assets sold must be "capable of forming a separate business in their own right" and "used by the purchaser to carry on the same kind of business as that operated by the seller." Neither figure is calculated here: both are recorded as facts for the owner's accountant to check.

10. **Hand the assembled inputs to Codex to build the pack, and read the counts and the two licensing statuses that come back.** Claude hands over the reconciled trading figures with source labels, the lease and licence facts, the licence number and supervisor names, the staff headcount with no personal data attached, the supplier and contract list, the equipment and fixtures list, and the Business Asset Disposal Relief and TOGC facts, all supplied with every judgement call already made. Run:

   ```
   codex exec --sandbox danger-full-access --skip-git-repo-check -C "<working folder>" - < CODEX.md
   ```

   Back comes the contents index, the trading summary, the lease and licence summary, the licensing applications file with the section 42 and section 37 rows kept separate, the staff position note, the supplier and contract list, the equipment and fixtures list, the tax position note, and `gaps.md`. Codex indexes, sorts and records; it never values anything, never estimates a missing figure, and never merges the two licensing applications into one row. Read the licensing statuses first, then the gap count.

## Then it checks

1. The contents index lists every file in the pack, states where the original document behind each figure is physically or digitally held, and names one person a solicitor can contact for each section.
2. Every figure in the trading summary carries the source label it had in the `books-for-diligence` output, and no figure appears in this pack that does not appear in that one.
3. The licensing applications file contains two separate rows for the section 42 transfer and the section 37 supervisor variation, each with its own applicant, consent position and notice date, and neither row has been combined with the other.
4. The immediate effect row states plainly whether the current premises licence holder has consented, since section 43(3) makes that consent, not the buyer's request, the condition that decides it.
5. No employee name, pay figure, disciplinary record or claim appears anywhere in the pack, and the staff position note states the headcount and the written particulars count only.
6. Every item on the equipment and fixtures list carries an ownership status of owned outright, hire purchase, leased or rented, or not stated, and every hire purchase or lease row names the finance company.

Any check fails: name it, redo that step once. Failed twice: say what is wrong and stop.

## Rules
- Public information only.
- Never invent a fact, a number or a quote.
- Anything sent in someone's name says whose name it is.
- Never state an EBITDA multiple, a turnover multiple, a price per cover or any other valuation benchmark for a single independent UK hospitality business. No published figure exists for one, and a number in a due diligence pack reads as the seller's own claim about what the business is worth.
- Never merge the section 42 premises licence transfer and the section 37 designated premises supervisor variation into a single application or row. They are two separate applications under the Licensing Act 2003, with different applicants, consent requirements and forms.
- Never redo the trace, the gap list or the lead time schedule the companion skills already produced. This skill references `books-for-diligence` and `readiness-check` outputs by name and carries their facts across, because recalculating them risks a second version of the same fact that quietly drifts from the first.
- Never put an employee's name, pay, disciplinary history or claim into this pack, and never send it, or any part naming a supplier, an employee or a customer, before a confidentiality agreement is signed and the owner's solicitor has said what goes across.
- Never calculate the Business Asset Disposal Relief tax due or decide the transfer of a going concern treatment. Both are recorded as facts and qualifying conditions for the owner's accountant to confirm, because both turn on facts this skill is not given and should not guess at.
- This output is a working document prepared for the owner's own solicitor and accountant to check, and for the buyer's advisers to work from once shared under the appropriate confidentiality terms. It is not legal advice, tax advice or a valuation, and it is not a statement that the sale is ready to complete.

## Built from
- Licensing Act 2003, section 42, "Transfer of premises licence", https://www.legislation.gov.uk/ukpga/2003/17/section/42, up to date with all changes known to be in force on or before 23 September 2026, read 23 September 2026: the applicant class, the statement of reasons requirement, the police notice and the 14 day objection window in step 4.
- Licensing Act 2003, section 43, "Notification of transfer", https://www.legislation.gov.uk/ukpga/2003/17/section/43, up to date with all changes known to be in force on or before 23 September 2026, read 23 September 2026: the immediate effect request and the current holder's consent in step 5.
- Licensing Act 2003, section 37, "Application to vary licence to specify individual as premises supervisor", https://www.legislation.gov.uk/ukpga/2003/17/section/37, up to date with all changes known to be in force on or before 23 September 2026, read 23 September 2026: the separate variation application and its prescribed consent form in step 5.
- HM Revenue and Customs, "Business Asset Disposal Relief", https://www.gov.uk/business-asset-disposal-relief, no publication or updated date shown, read 23 September 2026: the 18% rate for disposals from 6 April 2026 in step 9.
- HM Revenue and Customs, "Business Asset Disposal Relief (2026)", Helpsheet HS275, https://www.gov.uk/government/publications/entrepreneurs-relief-hs275-self-assessment-helpsheet/hs275-business-asset-disposal-relief-2026, published 6 April 2026, read 23 September 2026: the £1 million lifetime limit from 11 March 2020 in step 9.
- HM Revenue and Customs, "Transfer a business as a going concern (VAT Notice 700/9)", https://www.gov.uk/guidance/transfer-a-business-as-a-going-concern-and-vat-notice-7009, published 6 December 2012, last updated 23 May 2025, read 23 September 2026: the mandatory TOGC rules and qualifying conditions in step 9.
- Companies House and GOV.UK, "Get information about a company", https://www.gov.uk/get-information-about-a-company, no publication or updated date shown, read 23 September 2026: what a solicitor can already read for free before the pack is opened, in step 1.

# sale-pack

## You are given
One UK hospitality business, past heads of terms, ready for its buyer's solicitor and accountant to start due diligence. The reconciled trading figures for the period covered, each with the account line it sits on and a source label of filed accounts, signed accounts, management accounts, bank record or till record, taken from the owner's `books-for-diligence` output. The lease and licence facts already gathered, including the lease date, the unexpired term, the assignment clause, whether the lease was granted on or after 1 January 1996, and whether an authorised guarantee agreement is a live condition of consent. The premises licence number, the premises address as it appears on the licence, the current designated premises supervisor's name, the proposed new supervisor's name where one has been chosen, and whether that person's section 37 consent form has been signed. The staff headcount, the count of employees holding a written statement of particulars, and the count who do not, with no employee names or personal data attached. The supplier and contract list, each row naming the supplier, the contract type, the dates, the notice period and whether it is assignable. The equipment and fixtures list, each item marked owned outright, hire purchase, leased or rented, or not stated, with the finance company and outstanding balance where relevant. The owner's Business Asset Disposal Relief facts, the years the qualifying business or shareholding has been held, and whether the two year conditions look met on the facts supplied. The owner's and buyer's shared expectation on the VAT treatment of the sale. Every judgement call, including whether a charge is compulsory, whether an item is included in the sale, whether the current licence holder consents to immediate effect, and whether the Business Asset Disposal Relief conditions are met, has already been made by the owner or their advisers and is supplied to you as a fact.

## Produce
Write into a `./sale-pack-output/` folder:

1. `contents-index.md` listing, in this order: pack assembly date, heads of terms date, and one row per file produced below giving the file name, one sentence on what it contains, where the original documents behind it are held, and the name of one person a solicitor can contact about that section.
2. `trading-summary.md` recording the period covered, the retention rule that set it, and every headline figure with its account line and its source label copied exactly as supplied, with no figure added, adjusted or recalculated.
3. `lease-and-licence-summary.md` recording, on separate lines: whether the sale is of shares or of trade and assets, the lease date, the unexpired term, the assignment clause verbatim, whether the lease was granted on or after 1 January 1996, whether an authorised guarantee agreement is a condition of consent, the premises licence number, and the premises address as it appears on the licence.
4. `licensing-applications.csv` with exactly two rows, one for `section 42 transfer` and one for `section 37 dps variation`, never merged, with columns in this order: `application_ref`, `application_type` (exactly `section 42 transfer` or `section 37 dps variation`), `applicant_name`, `licence_number`, `premises_address`, `current_dps_name`, `proposed_dps_name` (blank on the section 42 row), `immediate_effect_requested` (`yes` or `no`, section 42 row only, blank on the section 37 row), `current_holder_consent_given` (`yes`, `no` or `not applicable`), `consent_form_signed` (`yes`, `no` or `not applicable`, section 37 row only), `police_notice_date`, `police_objection_deadline`, `status`, `document_location`.
5. `staff-position.md` recording the total headcount, the count with a written statement of particulars, the count without one, and the regulation 11(2) information category headings with nothing else against them. No employee name, pay figure, disciplinary record, grievance or claim is written into this file or any other file in this pack.
6. `supplier-and-contract-list.csv` with columns: `contract_ref`, `supplier_name`, `contract_type`, `start_date`, `end_date_or_rolling`, `notice_period`, `assignable_on_sale` (`yes`, `no` or `not stated`), `evidence_document` (exactly `contract supplied`, `invoice supplied` or `no document supplied`).
7. `equipment-and-fixtures.csv` with columns: `item_ref`, `item_description`, `location`, `ownership_status` (exactly `owned outright`, `hire purchase`, `leased or rented` or `not stated`), `finance_company` (blank unless hire purchase or leased), `outstanding_balance_gbp` (blank unless supplied), `agreement_reference`, `included_in_sale` (`yes`, `no` or `to be confirmed`), `evidence_document`.
8. `tax-position.md` recording, on separate lines: the years the qualifying business or shareholding has been held; the rate stated for a disposal made in the current tax year and the date it applies from, exactly as supplied; the lifetime limit and the date it applies from, exactly as supplied; whether the two year conditions look met on the facts supplied; the named person who will confirm the claim; the owner's and buyer's shared expectation on whether the sale is a transfer of a going concern; and the named person who will confirm the VAT treatment.
9. `gaps.md`, a numbered list of: every trading figure with no source label; every lease or licence fact left blank; either licensing application row with no applicant, no notice date or no consent position stated; every supplier or contract row marked `no document supplied`; every equipment item marked `not stated`; and any tax fact supplied without a date attached to it.

## Rules
- Codex indexes, sorts and records. It never values the business, never states a multiple or a benchmark, never calculates the Business Asset Disposal Relief tax due, and never decides the transfer of a going concern treatment. Those were supplied or are left blank and listed in `gaps.md`.
- Never estimate a missing figure or a missing date. An empty cell stays empty and is listed in `gaps.md`.
- Never merge the section 42 and section 37 rows in `licensing-applications.csv`, and never leave either row's `application_type` blank.
- Never write an employee's name, pay, disciplinary record, grievance or claim into any file in this pack. `staff-position.md` carries counts and category headings only.
- Never carry forward a trading figure, a lease fact or a licence fact that was not supplied with a source label or a document reference. A fact with no reference is a line in `gaps.md`, not a line in the summary.
- Never write a valuation, a multiple, an average spend or any other industry benchmark into any file. No such figure exists for a single independent UK hospitality business and none is to be recorded.
- Use British English, GBP written as GBP or the pound sign, and DD Month YYYY dates. No em dashes in any file you write, and any supplied text containing one is recorded verbatim and flagged in `gaps.md`.
- Every quoted lease clause, licence detail, contract term and supplied fact is copied exactly, including its punctuation and capitalisation.
- Every file ends with this line: this is a working document prepared for the owner's own solicitor and accountant to check, and for the buyer's advisers to work from once shared under the appropriate confidentiality terms. It applies supplied facts to a due diligence pack and is not legal advice, tax advice, a valuation or a statement that the sale is ready to complete.

## Return
The absolute path of every file written. The row count of `supplier-and-contract-list.csv` and `equipment-and-fixtures.csv`. The status of both rows in `licensing-applications.csv`, stated as the application type and its `status` value. The facts recorded in `tax-position.md` for the Business Asset Disposal Relief rate, the lifetime limit and the transfer of a going concern expectation, stated in full. The staff headcount and the written particulars count from `staff-position.md`. The count of equipment items marked `not stated`. The `gaps.md` item count.