Business Transfer Agreement – Sole Trader to Ltd Company (web-based business)
This Business Transfer Agreement – Sole Trader to Limited Company (web-based business) is a short-form asset transfer agreement for the specific situation where a sole trader running a web-based business (which could include web developers, e-commerce businesses, or any business that primarily operates online) is changing the business vehicle through which they operate to a limited company. It documents the transfer of the business assets (including the software and intellectual property rights (IPR) relevant to a web-based business) and liabilities to the new company.
What This Business Transfer Agreement Covers
It covers the assets that will generally be owned by a sole trader and require transferring, as well as those that specifically relate to a web-based business. These include the goodwill of the business, physical assets, stock, contracts, premises, web-based IPR and software.
It also covers what assets will be excluded from any transfer. The consideration for the transfer of the assets is the issue of shares in the new limited company.
Why You May Want To Use It
By properly documenting the transfer, any future misunderstanding or dispute as to the ownership of the assets should be avoided.
How The This Business Transfer Agreement Is Set Out
The agreement is structured to cover the transfer of the business, liabilities, consideration, completion, employees and general provisions. It also includes schedules to record the details of the parties, any excluded assets, and the assignment of software and IPR.
- Schedule 1 – the sole trader
- Schedule 2 – the company
- Schedule 3 – the excluded assets
- Schedule 4 – assignment of software and IPR
- Schedule 5 – the premises
When To Use This This Business Transfer Agreement
This agreement has been drafted on the basis that the sole trader will own and control all the shares in the limited company, and that the company has already been formed and registered with Companies House.
What Else You May Need
For further information and all the documents required in order to form a limited company, please see our Company Formation documents.
If you are running a more general business that deals primarily with physical stock, please refer to our Business Transfer Agreement – Sole Trader to Limited Company.
Tax Point
❗This agreement does not include any reference to tax. Please refer to HMRC’s website and seek independent tax advice if necessary.
Business Transfer Agreement – Sole Trader to Ltd Company (web-based business) is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.