Share Sale and Asset Sale Document Templates

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.

Share Sales

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.