Share Sales and Business/Asset Sales
The first decision any business owner who decides to sell their business
must make, is how to structure the sale transaction. There are two common
ways of transferring a business to new ownership, a share sale or an asset
sale. It is a very important decision and will largely be determined by
legal and financial considerations such as which route offers the seller
the best price, ease of completion and the greatest tax efficiency.
Often those who wish to sell their businesses will do so through a share
sale, i.e. selling the shares of their private limited company. In a share
sale, the buyer will acquire all the assets, liabilities and obligations of
the business (known and unknown) as they are purchasing the entire company,
and everything owned by the company. Under a share sale the business can
continue to run on a ‘business as usual’ basis.
Alternatively, in an asset sale the buyer acquires the assets which make up
the business, both tangible (property, land, machinery and stock) and
intangible (intellectual property and goodwill). The assets must be
explicitly listed and liabilities will not be transferred unless expressly
stated as such.
This group of template documents includes a variety of share sale and
purchase agreements (SPAs), sales by companies and individuals, sales where
subsidiaries and real property may be involved as well as where less than
100% of the shares are being sold. Click through the relevant links to
identify which template SPA best suits your circumstances.
The SPAs are complemented by additional share sale documents to support the
sale process, such as board minutes, declarations of trust, powers of
attorney and confidentiality agreements.
This group of templates includes a business purchase agreement as well as business sale documents to support and complement the sale process.
These Share & Asset Sale Documents are part of the Corporate Documents
Folder. Just £35.00 + VAT will provide you with 1 year's unlimited access
to download all/any documents from the Corporate Folder.