Business sale agreement

About this document

This is a comprehensive agreement for the sale of a business by an individual, a company or any other organisation.

Note: not suitable for sale of shares in a company. For a company sale, See our Company sale agreements section.

This document is our most comprehensive version. Before you select it, you might consider the alternative versions, already tailored to the most common business uses. They are listed in the column on your right.

It is usual for the buyer to produce the sale document but there is no reason why the seller should not obtain an advantage by providing the first draft.

Warranties have been used only so far as appropriate to the subject matter of the sale. The drafting notes contain a thorough explanation of how warranties work.

Complications arise if the purchase money is not paid over to the seller at the same moment as other matters are finalised. This and other Net Lawman documents assume that most matters will be completed when the cash is paid. There are a few inevitable exceptions, particularly when relying on a third party such as a web host or domain name registrar. If it is inevitable that some matters remain to be done later than the date of completion, you should use our drafting service to draw the fine points for you.

The purchase price may be apportioned among the assets to assist in tax planning.

As a buyer, you will probably be buying the property or at least taking over a lease.  Many of these agreements include a transfer of a lease and / or an agreement to buy a freehold.

We give you more information about these procedures in the drafting notes that come with each document.

Contents

• Interpretation
• Agreement for Sale
• The Purchase Price
• Items to be delivered at completion
• Completion
• Stocks
• Debtors
• Creditors and Liabilities
• Tax
• Warranties by the Seller
• Future Activities
• The Guarantor
• Communications
• Miscellaneous Matters
• Jurisdiction

Warranties covering

• Assets
• Stocks
• Accounts
• Employees
• Suppliers and customers
• Licences, consents and passwords
• Insurance
• Joint ventures and partnerships
• Statutory restrictions
• Litigation
• Seller’s activities
• Contracts
• Defective products and service liabilities
• Properties
• Leasehold properties
• Freehold properties
• Intellectual property
• Internet domain names