Kan en forhandler opsige samarbejdet, bare fordi virksomheden skifter ejer?

Kun hvis aftalen indeholder en change of control-klausul, der giver ret til det, eller hvis der ikke findes en skriftlig aftale, og forhandleren derfor frit kan vælge at stoppe samarbejdet.

Skal jeg fortælle mine forhandlere om salget, før det er offentligt kendt?

Ofte ja, i hvert fald til de vigtigste – netop for at undgå, at de hører det via rygter eller konkurrenter først. Timingen bør aftales nøje med køberen.

Er det bedre at sælge virksomheden som aktier eller aktiver, hvis jeg vil bevare mine forhandleraftaler?

Generelt taler det for en aktieoverdragelse, hvor den juridiske modpart i aftalerne ikke ændrer sig – men kun hvis aftalerne ikke selv indeholder en change of control-klausul, der udløses af netop den type handel.

Distributor Agreements in a Business Sale: The Big Guide to Keeping Your Partners

If your business has built up a network of distributors or other regular partners, one of the most decisive questions in a sale is: will they stay with the business once it has a new owner — or will they see the change of ownership as their cue to look for new suppliers? The answer depends both on how the agreements are legally structured, and on how well you handle the transition itself. This guide goes deep into both.

What is a distributor agreement?

A distributor agreement is an agreement between a supplier and a distributor, where the distributor buys the supplier's products and resells them in its own name and for its own account — without necessarily having exclusive rights to a specific territory. If the distributor has instead been given exclusive rights to a territory or customer group, that's an exclusive distributor agreement, which we have a dedicated, in-depth walkthrough of — including how it differs from an agency agreement, and what legally happens to it on a change of ownership. If it's instead your business that's the party buying goods or services, it's a supplier agreement you need to look at — the roles are reversed.

Can you even sell your distributor agreements along with the deal?

The short answer is: it depends on how the deal is carried out, and what specifically the individual agreement says.

In a share purchase

If the business is sold as a combined legal entity (shares), the legal counterparty in the distributor agreement is unchanged, and the agreements generally continue automatically. Many agreements, however, contain a change of control clause giving the distributor or supplier the right to terminate or renegotiate the terms, specifically if there's a significant change in ownership. This type of clause is often found in partnership agreements, license agreements and similar, and should always be systematically reviewed before the business is listed for sale.

In an asset purchase

If the buyer only takes over selected assets and agreements, transferring a distributor agreement to the new owner generally requires the other party's consent. If the other party refuses consent, the agreement can simply fall away in the deal — no matter how valuable it's been to the business.

Personal agreements and key relationships

Some distributor agreements are, in practice, more personal than they are on paper — the partnership rests on a specific salesperson, contact person, or owner-manager's relationship with the distributor, rather than on the legal document itself. This type of agreement is the hardest to transfer the value of, because the relationship — not the contract — is genuinely the load-bearing element.

Will your distributors stay with the new owner, or find new partners?

This is the question most sellers only seriously address once the deal is already a reality — which is too late. Studies of business acquisitions generally point to customers and partners being significantly more likely to leave a relationship after a change of ownership than in a normal operating situation — in some industries, churn rates of 20–30% have been observed after a takeover. This is rarely because the distributor is suddenly unhappy with the product itself, but rather uncertainty: Will prices change? Are they still the same contacts I can call? Is the new owner as reliable as the old one?

Competitors are often quick to exploit exactly that uncertainty and try to persuade your distributors to switch suppliers while the takeover is still new and the relationship feels fragile.

Why does the risk of churn rise precisely at a change of ownership?

Uncertainty about continuity: The distributor doesn't know whether prices, delivery terms or quality will change under the new owner.
Loss of personal relationship: If the contact person the distributor is used to dealing with changes, the partnership loses some of its sense of security.
Lack of information: If the distributor first hears about the sale through rumors or by chance, distrust sets in before you've even had the chance to explain what the change of ownership actually means.
Active competition: Competitors often proactively contact your distributors precisely during this period, because they know loyalty is most fragile right after a change of ownership.

How to get your distributors to see continuing as the obvious choice

Communicate early and yourself — before the rumors do

The single most important factor is timing: if you tell your most important distributors about the change of ownership yourself, at a time and in a form you control, you're in a far stronger position than if they hear it by chance or from a competitor. Agree with the buyer on when and how the news is communicated, so you present a united front.

Prioritize the most important relationships personally

Not every distributor needs the same effort. Identify the distributors who make up the largest share of revenue or the strategically most important part of the network, and prioritize personal conversations or visits with them specifically, rather than a general announcement to everyone.

Keep the contact people where possible

If the salesperson or contact person responsible for the distributor relationship can stay with the business through the transition period, it significantly reduces the risk of the distributor experiencing a genuine loss of the relationship — even though ownership formally changes.

Confirm that terms stay unchanged (at least for a period)

If you and the buyer can promise that prices, delivery terms and agreements stay as they are for a defined transition period, it gives the distributor a concrete reason to stay, instead of having to guess whether something's changing.

Frame the change of ownership as a story of strength, not uncertainty

Present the sale as an investment in the business's future — new resources, a new owner ambitious about developing the partnership — rather than as a wind-down. That changes how the distributor interprets the news.

Get it in writing where relevant

If there's doubt about whether an agreement legally transfers automatically, a short, written commitment from the new owner to continue the partnership unchanged — possibly combined with a formal confirmation or an addendum to the existing agreement — can remove the uncertainty that would otherwise lead a distributor to consider alternatives.

How can well-maintained distributor agreements increase the price when selling a business?

A network of loyal, long-standing distributor agreements isn't just an operational strength — it's also part of the goodwill a buyer pays for. A documented track record of low distributor turnover, clear written agreements with no unresolved change-of-control risks, and a plan for how the relationships continue after the takeover make the business more attractive and less risky to take over. Conversely, a buyer who discovers unclear, verbal or unilaterally terminable agreements during due diligence will often price that risk in as a deduction — or require part of the purchase price to be conditional on the key distributors actually staying.

Practical roadmap: how to approach it

1. Map all distributor agreements early: Which are written, which are verbal, and which contain change of control clauses?
2. Assess the dependency: How large a share of revenue is tied to the 3–5 biggest distributors?
3. Clarify the transfer structure early: Will the deal be carried out as a share or asset transfer, and what does that mean for your specific agreements?
4. Plan the order of communication: Employees need to be informed with reasonable notice, as described in our walkthrough of how to inform employees about a business sale — and the most important distributors should typically be informed shortly after, before the news risks leaking out another way.
5. Prepare a short, reassuring message: What changes — and, most importantly, what doesn't — for the distributor?
6. Involve the buyer in the communication: A joint appearance in front of the most important distributors signals continuity far better than a message from the seller alone.

Frequently asked questions

Can a distributor terminate the partnership just because the business changes owner?

Only if the agreement contains a change of control clause granting that right, or if there's no written agreement, in which case the distributor can freely choose to end the partnership.

Should I tell my distributors about the sale before it's publicly known?

Often yes, at least the most important ones — precisely to avoid them hearing it through rumors or competitors first. The timing should be carefully agreed with the buyer.

Is it better to sell the business as shares or assets if I want to preserve my distributor agreements?

Generally, that argues for a share purchase, where the legal counterparty in the agreements doesn't change — but only if the agreements themselves don't contain a change of control clause triggered by that specific type of deal.

Need help mapping and preparing your distributor agreements and partners before a sale? Book a no-obligation call with us.