Legal documents for business

Business Sale Agreements

There are two principal ways of buying or selling a business - you are either trading business assets or, in the case of a company, shares in that company are traded.

Anyone buying a business ought to investigate it first. This is known as Due Diligence. A Confidentiality Agreement is always recommended for both sides before the Due Diligence exercise begins.

This section contains example business sale contracts and business purchase agreements.

A147	Agreement for Sale and Purchase of a Business	£50.00 + VAT
This agreement for the sale or purchase of a business contains basic terms for a sale of the assets of a business on a going concern basis (that is, that the business will function without the reasonable threat of liquidation for the foreseeable future). This eleven page document contains 14 clauses covering • definitions • sale and purchase • consideration • conduct of business before completion • completion • action after completion • debts and liabilities • contracts and employees • apportionments • warranties • confidentiality • notices • law and jurisdiction • a general clause addressing further assurance, variation, the scope of the agreement, representation, severability, assignment and third party rights. This contract is suitable as a template either for the sale of a small business which is not established as a limited company, or for the sale of stock and other assets by a limited company.
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A186	Agreement for Sale and Purchase of Shares in a Limited Company	£50.00 + VAT
This agreement is for the sale and purchase of a limited company by the sale of all of the shares in the company to the purchaser(s). This agreement is suitable for the acquisition or disposal of a small or medium sized company which has no subsidiaries. This nine page document contains 13 clauses covering • definitions • sale and purchase • sale price • completion • warranties • indemnity • further assurance • non-competition • payment of costs • announcements and confidentiality • notices • law and jurisdiction • a general clause detailing variation, the scope of the agreement, representation, severability, assignment and third party rights An annexure allows for a disclosure letter to be written by the sellers. You need this document if you want to buy or sell a small or medium-sized limited company, and want to buy or sell all shares in the company.
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US115	Asset Purchase and Sale Agreement	£50.00 + VAT
This agreement is designed for use where two parties are involved in the purchase/sale of assets of a business. The agreement has 20 main sections including paragraphs dealing with defining the assets, the purchase price, assumption of liabilities, the closing, labour/employment, other agreements of the parties, real estate matters, extensive representations and warranties of both parties, conditions to closing, pre-closing covenants, indemnification, termination, choice of law/dispute resolution and miscellaneous other matters. This form is comprehensive in scope and is of moderate complexity, and can be adapted for use both with smaller, less complex transactions and larger, more complex transactions. It includes language relating to the transfer of real estate, which can be deleted if not needed. It is intended for use in any state in the United States.
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A209SC	Domain Name Assignment	£35.00 + VAT
An agreement where one party transfers or assigns ownership of a Domain Name (or Domain Names) to another in return for a payment.  The agreement contains various assurances from the transferor as to his ownership of the Domain Names etc.
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US112	Due Diligence Checklist	£15.00 + VAT
This document is designed for use where one party wishes to request documents from another party, usually in connection with due diligence prior to consummation of a proposed transaction between the parties. The checklist has 11 main categories including categories dealing with corporate records, shares and shareholders, general, financial, property, employees/management, professional advisors, litigation, insurance, regulations and filings and miscellaneous. This form is intended for use in any state in the United States.
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A142	Novation Agreement - Business	£20.00 + VAT
This Novation Agreement is for use where a company (the Seller) is selling its business and as part of the sale is transferring its contracts with its customers to the Buyer. Under this Agreement the contracts are assigned and the Buyer takes over the Seller's responsibilities for performing the contracts of the customers, and with the agreement of the customers. In addition to the explanatory notes we include a suggested form of letter to be sent to customers explaining the reasons for the transaction and requesting them to sign the Novation Agreement. You need this document if you are selling your business, and want to transfer your contracts with customers to the Buyer.
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A208SC	Patent Assignment	£35.00 + VAT
An agreement where one party transfers ownership of a patent (or patents) to another in return for a payment.  The agreement contains various assurances from the transferor as to his ownership of the patents etc.
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A131	Sale & Purchase of Shares in a Limited Company	£36.00 + VAT
This agreement is suitable for use where both Seller and Buyer are the only Shareholders in a Company and the effect of the sale will be to transfer control of the Company to the Buyer. This five page document contains 7 clauses covering • sale and purchase of shares • price • warranties • completion • law and jurisdiction • shareholders’ agreement • a general clause addressing variation, the scope of the agreement, representation, severability, assignment and third party rights. This agreement is shorter than many such agreements because of the relationship of the parties, both of them being shareholders and represented on the board of the company. Warranties are therefore limited and the contract deals primarily with the number and shares to be sold, price, actions on completion - payment and resignation of directors. The agreement provides for the cancellation of a shareholders' agreement if this exists. You need this document if you want to transfer control of a company from a Seller to a Buyer, where the Seller and Buyer are the only shareholders in a company.
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US117	Share Purchase & Sale Agreement	£50.00 + VAT
This agreement is designed for use where two parties are involved in the purchase and sale of shares of a corporation.  It is intended for use in any state in the United States.  The agreement has 15 main sections including paragraphs dealing with the transfer of the shares, the purchase price, the closing, other agreements of the parties, extensive representations and warranties of both parties, pre-closing covenants, conditions to closing, indemnification, termination, choice of law/dispute resolution and miscellaneous other matters. This form is comprehensive in scope and is of moderate complexity, and can be adapted for use both with smaller, less complex transactions and larger, more complex transactions for a company sale or corporate acquisition.
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A207SC	Trademark Assignment	£35.00 + VAT
An agreement where one party transfers ownership of a trademark (or trademarks) to another in return for a payment.  The agreement contains various assurances from the transferor as to his ownership of the trade marks etc.
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