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Buying and Selling Business Assets

September 2020

This month a new business purchase agreement has been added to the portfolio of business sale templates.

Business or asset sale agreements are where the buyer is acquiring the assets which make up the business and not the shares in a company. These assets can be both tangible (property, land, plant, equipment and stock) and intangible (intellectual property and goodwill).

The sale of these assets will be governed by a business purchase agreement (BPA). Business sales can be complex and it is important to consider a number of factors before embarking on the sale documentation, such as, what assets are being sold, the price to be paid for each asset, the liabilities being accepted by the buyer (as these will not transfer automatically), post-completion restrictions on the seller and the warranties being offered in relation to the assets.

The new version of the BPA is a short form template designed for a relatively simple transaction. Business sales can be complex and we have tried to make this as user friendly as possible by, for example, only including short form warranties. No tax provisions (other than limited VAT provisions) have been included and it is essential that before embarking on a business sale, customers take all necessary legal and financial advice.

A series of alternative BPAs will be added to the site over the coming months to cover a wider variety of different asset sale situations.

The contents of this Newsletter are for reference purposes only and do not constitute legal advice. Independent legal advice should be sought in relation to any specific legal matter.

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