Business Sale Agreement
Answer a few simple questions and our do-it-yourself document generator will create a tailored Business Sale Agreement that lays out the specific terms of the sale of your business – so you can set your sights on building the next.
How does it work?
Our intuitive tool will guide you through the process step-by-step from start to finish. It’s quick, easy and simple to understand – just how legal documents ought to be.
The expert interview wizard will help you answer a few questions and prepare your document in the background. You’ll have your custom Business Sale Agreement in 25 minutes or less.
When you’re done, print or download a PDF version for you to review, customise or sign.
What is a Business Sale Agreement?
A Business Sale Agreement sets out the terms and conditions of the sale of a business
(as a going concern) or the sale of a business’ assets. This agreement covers all the essential elements of a such a business sale or asset sale, and is suitable for both the vendor or purchaser of a business.
A Business Sale Agreement is not suitable for the sale of shares in a company, only the assets of a business, or the entire business as a going concern.
When should I use a Business Sale Agreement?
A Business Sale Agreement should be used if you’re buying or selling a business, or business assets, and you want to ensure all the terms and conditions are clearly established to protect all parties involved.
This template is very flexible — allowing the party producing the document to create a draft which is seller-friendly, buyer-friendly or neutral, if desired, without making the drafting un-commercially one-sided.
What topics does a Business Sale Agreement cover?
- Vendor and purchaser details
- Employee details
- Completion date
- Period between signing and completion
- Assets to be included in the sale
- Business Names, Trademarks, and other owned IP
- Owned properties
- Basic warranties
- Conditions precedent
- Purchase price and apportionment of the purchase price (useful for accounting purposes)
- Specific Indemnities
- Default interest
- Responsibility for costs
What are the main decisions I need to make in creating a Business Sale Agreement?
- Are you buying the whole business as a going concern, or just certain assets?
- What is your expected completion date and location?
- Is the purchaser offering employment to the existing employees of the business?
- Do you want to specify particular components of the assets for the purpose of apportionment of the purchase price?
- Does the purchaser want to place any restrictions upon the vendor such as a non-solicitation obligation or a non-compete obligation?
- Are there any conditions precedent to the sale of business? This allows you to ensure any expectations from the other side are satisfied before the Business Sale Agreement comes into effect.
- Do you want to include warranties provided by the other side?
- Do you want to include additional confidentiality provisions?
What other names does a Business Sale Agreement go by?
A Business Sale Agreement is also known as:
- Asset Sale Agreement
- Sale of Business Agreement
- Sale of Business Contract
- Business Sale Contract
- Purchase of Business Agreement
- Purchase of Business Contract
- Business Purchase Agreement
- Business Purchase Contract
- Business Sale and Purchase Agreement
- Agreement for Purchase and Sale of the Business
- Sale of Business Contract Template
- Purchase of Business Contract Template
Frequently Asked Questions
The parties involved are the purchaser and vendor of the business, or business assets.
Yes. Our tool allows you to include multiple vendors and purchasers.
The apportionment of the purchase price is the division of the purchase price amongst the assets of the business including intangible assets such as goodwill and IP rights.
A major reason for this allocation of the purchase price by asset is due to the fact that different assets receive different tax treatments and such apportionment can have tax-based consequences. Your accountant is best placed to help you understand the impacts of this apportionment on your ongoing tax outcomes.
No. This document only deals with business assets, not shares in a company.
- The details of the vendor(s) and purchaser(s)
- Whether you’re selling all of the assets of the business ‘as a going concern’, or only some of the assets
- Details of those assets to be included in the sale including any transfer of employees.
- Business names, trademarks and other IP
- Completion date, time and location
Yes, you can specific the assets included or excluded, such as:
- customer and supplier contracts
- leased property and owned property
- IT systems and IP licenses
- intellectual property, with full details of any trademarks to be assigned
- whether all, some or none of the employees are to receive job offers
- whether trade receivables and/or trade debts are to be included or excluded
Yes the agreement provides for conditions precedent, including:
- consent from lessors and other key contractual counterparties
- whether key employees/contractors agree to transfer
Yes, the agreement provides for the control over warranties, such as:
- ability of the vendor to disclose against the warranties
- ability to quality warranties by knowledge of the vendor
- optional warranty limitations, including caps, time limits, etc
Yes, the document provides carefully crafted cascading non-solicitation and non-compete provisions designed to increase enforceability, as well as optional additional confidentiality provisions.
No. This document assumes you’re past that stage. If you need a Heads of Agreement written up, please contact us.
Yes, there is the ability to add indemnities from the vendor on specified matters.
There are several signing options available. How you sign largely depends on where the parties are located and if they will attend signing together. You can print on paper and sign, or use electronic signature tools such as Docusign or Hellosign.
If you need any assistance please contact us directly, we would be happy to assist.
If you have any questions or are uncertain about any aspect of the document please do not sign it or use it, please contact us directly and we would be happy to assist.
Absolutely! Get in touch with us and we can provide a fixed-fee price to review it.
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What other documents might I need?
- Company Constitution — sets out certain rights, roles and responsibilities of shareholders and directors and the rules governing internal management of the company.
- Transfer of securities (director approvals package) – a document which provides for the transfer of shares, options, convertible notes, units in a unit trust of a company.
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