Buying or selling an e-commerce business? Learn the key UK legal issues including IP ownership, platform risks, customer data, and SEIS/EIS considerations.

Buying or Selling an E‑Commerce Business: IP, Platforms, Data Protection and SEIS/EIS Issues

Stephanie Williams June 15, 2026

Buying or selling an e-commerce business involves more than agreeing a price. This guide explains the key legal risks around intellectual property, platform accounts, customer data and SEIS/EIS investment so you can structure your deal with confidence.

Buying or selling an e-commerce business can seem straightforward. There may be no physical shop, large workforce or obvious property assets. However, much of the value of an online business is often tied up in intangible assets, platform accounts, customer data, intellectual property, supplier arrangements and the ability to keep trading without disruption.

This article explains the key legal issues for business owners, buyers and investors before signing heads of terms or agreeing a price. It focuses on common risks in e-commerce transactions, including brand ownership, marketplace accounts, customer data, website assets, SEIS/EIS investment and the difference between asset and share sales.

Why e-commerce deals need careful legal review

An e-commerce business is usually more than a website. It may include a brand name, domain name, online store, customer database, social media accounts, product listings, supplier relationships, stock, advertising accounts, reviews, software subscriptions and marketplace accounts.

These assets are not all transferred in the same way. A domain name may be transferred through a registrar. A trade mark may need a formal assignment. Customer data must be handled in line with applicable data protection and electronic marketing law. Marketplace accounts may be subject to platform terms that restrict transfer without consent or compliance with the relevant terms.

The key question is not just “what is the business worth?”, but “can the buyer actually take control of the things that create that value?”

Asset sale vs share sale in e-commerce transactions

Most e-commerce transactions are structured as either an asset sale or a share sale.

In an asset sale, the buyer purchases selected assets of the business, such as the website, stock, IP, domain name, customer data and goodwill. This can help the buyer avoid assuming the seller’s entire corporate history, although some liabilities may still transfer by law or need to be dealt with specifically in the transaction documents. Each asset must also be properly transferred.

In a share sale, the buyer purchases the shares in the company that owns the business. The company continues to own its assets and remains party to its contracts. This can make operational continuity easier, but the buyer also inherits the company’s history, including tax, employment, data protection, contractual and trading liabilities.

The right structure depends on the facts. Important questions include whether the business trades through a company, whether key contracts can be transferred, whether there are employees, and whether SEIS or EIS investors are involved.

Intellectual property in e-commerce deals: who owns the brand and content?

Intellectual property (IP) is usually central to the value of an e-commerce business. It can include the brand name, logo, website content, product photographs, packaging, software, designs, product descriptions and marketing materials.

A buyer should not assume that the seller owns all of these assets simply because they appear on the website. In many cases, logos, photographs, website copy or code may have been created by freelancers, agencies or developers. Unless there is a proper written assignment, the creator may still own the copyright. Where the relevant work was created by an employee in the course of employment, the employer will usually own the copyright unless the contract says otherwise.

This can create problems after completion. For example, a buyer may pay for a business believing it owns the website content, only to discover that the seller only had permission to use it. That may reduce value, create infringement risk or limit the buyer’s ability to rebrand, expand or resell the business later.

Trade marks and brand protection

A registered trade mark can protect a business name, logo or other brand sign. For an e-commerce business, this can be important because customers often buy based on brand recognition, reviews and repeat trust.

Buyers should check whether the brand is registered, who owns the registration, what goods or services it covers, and whether it protects the markets in which the business trades. If the business sells internationally, UK trade mark protection may not be enough.

Sellers should consider whether their brand protection is in good order before going to market. A clean IP position can increase buyer confidence and reduce difficult questions during due diligence.

Copyright and creative assets

Paying an invoice to a designer or photographer does not always mean the business owns the copyright. The business may only have a licence to use the material. That distinction matters because a buyer will usually expect to acquire the rights needed to keep trading without challenge.

Before completion, the buyer should ask for evidence of IP ownership, including contractor agreements, copyright assignments and licences. The sale agreement should also include warranties confirming that the seller owns, or has sufficient rights to use, the relevant IP.

Platform accounts: the hidden deal risk

Many e-commerce businesses depend heavily on third-party platforms. These may include Amazon, eBay, Etsy, Shopify, WooCommerce, Stripe, PayPal, Meta, Google Ads, Klaviyo, Mailchimp and fulfilment providers.

These platforms are often commercially essential, but they are not controlled by the buyer or seller. Their terms may restrict account transfers, require approval, impose identity checks or allow suspension if rules are breached.

This can be one of the biggest risks in an e-commerce acquisition. A buyer may think they are buying revenue, reviews and rankings, but if the main seller account cannot be transferred or is suspended after completion, the value of the business may fall quickly.

Questions buyers should ask about platforms:

Whether any key account has ever been suspended, warned, restricted or placed under review.
Whether product listings have been removed,
Whether customer complaints are unresolved and
Whether any platform terms prevent transfer.

Sellers should be careful not to promise that an account can be transferred unless they have checked the relevant platform rules. If transfer is uncertain, the parties should address this in the sale agreement.

The agreement may need practical provisions covering platform-compliant handover arrangements, administrator changes, payment account updates, domain transfers, advertising account access and post-completion support.

Customer data and UK GDPR in e-commerce sales

Customer data may include names, addresses, email addresses, phone numbers, purchase history, marketing preferences and customer support records. However, personal data is not just another business asset. It must be handled in accordance with the UK GDPR, the Data Protection Act 2018 and, where relevant, PECR.

A buyer cannot assume it can use a seller’s customer list for marketing or other purposes without considering lawful basis, transparency, direct marketing rules and whether the data can be used in the same way after transfer. The analysis may differ between a share sale and an asset sale. In a share sale, the company holding the customer data may remain the same controller. In an asset sale, customer data is more likely to be disclosed or transferred from one controller to another.

The parties should identify:

what data is being transferred,
where it is stored,
why it was collected,
what customers were told, and
whether the buyer can lawfully use it after completion.

Marketing data needs particular care, including whether valid consents or other lawful bases exist, whether customers have opted out and whether marketing records are reliable.

The seller should disclose any data breaches, complaints, subject access requests or correspondence with the Information Commissioner’s Office. The parties may also need to update privacy notices, agree what customers will be told and document how the data transfer will be managed securely.

SEIS and EIS considerations when selling a company

SEIS and EIS are UK tax-advantaged investment schemes designed to encourage investment into companies that meet the relevant qualifying conditions. HMRC guidance confirms that SEIS and EIS involve formal processes, including issuing shares and submitting compliance statements after the relevant shares are issued.

If an e-commerce company has issued SEIS or EIS shares, a sale, restructuring, share exchange or return of value can affect investor relief or the company’s qualifying status, particularly if it occurs within the relevant qualifying period. The impact depends on the structure, timing and detailed facts. This does not mean a sale cannot happen, but the position should be reviewed before terms are agreed.

A buyer should ask whether the target company has raised SEIS or EIS investment and review the relevant documents, including articles of association, shareholders’ agreements, subscription agreements, advance assurance correspondence and compliance filings.

SEIS/EIS investors may also hold rights under the company’s articles or shareholders’ agreement, such as pre-emption rights, consent rights, drag-along provisions or tag-along protections. These rights are not created by SEIS or EIS relief itself, but they are often relevant where external investors have subscribed for shares.

E-commerce due diligence checklist for buyers

Due diligence is the buyer’s investigation into the business before completion. In an e-commerce deal, it should focus on the assets and risks that drive value, reviewing the legal, commercial, financial and operational position of the business in a focused and evidence-based way.

Important areas include:

Ownership of the brand, domain name, website, product images, content, trade marks, stock and customer data;
Platform transferability, account history, suspensions, warnings, disputes and policy breaches;
Supplier agreements, fulfilment arrangements, software licences and agency contracts;
Privacy notices, marketing consents, processor contracts and data breach records;
Consumer and product compliance, including website terms, cancellation rights, returns policies, pricing practices, product safety, labelling, import arrangements and advertising claims; and
Financial reliability, including platform reports, payment processor statements, bank records, VAT returns, management accounts, refunds, chargebacks, advertising spend, platform fees and stock costs.

If assets are held personally by a founder rather than the company, they may need to be transferred before or at completion. If key contracts contain transfer restrictions or termination rights, a change of ownership may trigger consent requirements.

Preparing an e-commerce business for sale

A seller who prepares properly is more likely to preserve value and avoid delays. Buyers are usually more confident when documents are organised and potential issues are explained clearly.

A seller should:

Identify the assets being sold, including domain names, websites, trade marks, social media accounts, marketplace accounts, stock, supplier contracts, software tools and customer databases.
Gather the key supporting documents, such as IP assignments, contractor agreements, supplier contracts, platform reports, privacy notices, employment documents, accounts and tax records.
Resolve issues early, such as missing copyright assignments, assets held personally by a founder, incomplete records, or transfer restrictions affecting domains, platforms or contracts.
Prepare for disclosure by checking whether the warranties in the sale agreement are accurate and clearly disclosing any exceptions.

Sale agreement protections

The sale agreement should reflect the specific risks of an e-commerce business. A generic business sale template is unlikely to be enough.

For buyers, the agreement should clearly identify what is being acquired and include appropriate warranties. These may cover ownership of IP, accuracy of financial information, data protection compliance, platform account history, customer claims, supplier contracts, tax and stock.

For sellers, the agreement should include sensible limits on liability. These may include financial caps, time limits, minimum claim thresholds and clear disclosure provisions. Sellers should avoid giving broad promises that they cannot verify.

Completion and handover

Completion should be planned carefully because signing the agreement is only part of the process. The buyer also needs operational control.

The completion process may:

Include transferring domains, hosting, administrator rights, website access, recovery emails, two-factor authentication and payment details.
Involve marketplace accounts, payment processors, advertising accounts, analytics tools and email marketing platforms.
If platform approval is needed, the agreement should explain who is responsible and what happens if approval is delayed.

Trade marks, copyright and other IP rights should be assigned in writing where required. Stock should also be counted, valued and transferred, especially where it is held by third-party logistics providers or marketplace fulfilment centres.

In some cases, the seller may need to provide post-completion support, such as help with platform migration, supplier introductions, customer handover or technical support for a limited period.

Common mistakes to avoid

Many problems in e-commerce deals are avoidable. They usually arise because the parties assume the legal position is simpler than it is.

Common mistakes include:

Assuming everything can be transferred

Some platform accounts, software licences and contracts may not be freely transferable without consent or compliance with the relevant terms. Buyers should check this before agreeing price, and sellers should be clear about any restrictions.

Treating customer data like ordinary property

Customer data is regulated and must be transferred and used lawfully. Marketing lists are especially sensitive and should be reviewed carefully.

Failing to prove IP ownership

The seller may use a brand, logo or website every day but still lack full ownership rights. Buyers should ask for written evidence, and sellers should resolve gaps early.

Ignoring SEIS/EIS investors

If the company has raised SEIS or EIS funding, the transaction may need investor approvals and tax review. This should be considered before heads of terms are agreed.

Using an unsuitable sale agreement

E-commerce transactions need tailored provisions for websites, accounts, IP, data, platforms, stock and handover. A standard template may miss the issues that matter most.

When to seek legal advice on an e-commerce sale

You should take legal advice as early as possible, ideally before signing heads of terms. Heads of terms are often described as non-binding, although some provisions, such as confidentiality, exclusivity or costs, may be binding. Even where the main deal terms are not legally binding, they can still create commercial pressure and set expectations that are difficult to change later.

For buyers, early advice helps identify what due diligence is needed, which risks affect valuation and what protections should be included in the sale agreement. It can also prevent you from paying for assets that cannot be transferred or used as expected.

For sellers, early advice helps prepare the business for sale, reduce buyer objections and limit post-completion exposure. It can also help you respond confidently to due diligence questions and negotiate warranties, indemnities and liability limits.

How The Jonathan Lea Network can help

The Jonathan Lea Network advises clients on buying, selling and investing in online businesses. We can assist with deal structure, heads of terms, due diligence, asset purchase agreements, share purchase agreements, disclosure letters, IP assignments, commercial contracts, data protection issues and SEIS/EIS-related transaction points.

We can also help sellers prepare for a sale before going to market. This may include reviewing IP ownership, trade mark protection, customer terms, privacy documents, supplier arrangements and platform transfer risks.

If you are buying or selling an e-commerce business, early advice can give you clarity, reduce uncertainty and help protect the value of the deal. Contact The Jonathan Lea Network to discuss your proposed transaction and how we can help you move forward with confidence.

How can we help

We will respond to most enquiries with both an indicative scope of work and a fee estimate, as well as the offer of a complimentary 20-minute discovery video call to discuss your issues and how we can help, before sending a more considered formal fee estimate via email.

In some limited cases, if you would just like initial advice and guidance on a call, we may instead offer a fixed fee appointment (commonly charged between £280 and £500 + VAT) whereby we will review the information you provide, hold a video call consultation and then follow up with an advisory email (as well as a fee estimate for any further work identified)

Please email wewillhelp@jonathanlea.net or call us on 01444 708640 as a first step. We first need an overview of the background and your issues, together with any significant documents, to provide an indicative scope of work and fee estimate.

* VAT is charged at 20%

This article is intended for general information only, applies to the law at the time of publication, is not specific to the facts of your case and is not intended to be a replacement for legal advice. It is recommended that specific professional advice is sought before relying on any of the information given. © Jonathan Lea Limited.