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Sale of Partnership Business Agreement

CO.CD.04.04

Sale of Partnership Business Agreement can be used where an existing partnership business is being sold to a company.

It assumes that the company purchasing the partnership business is wholly owned by the partners, who are also directors of that company.

This agreement is a consolidated version of the old long form and short form documents. It can be tailored to reflect the number of parties involved.

What does Sale of Partnership Business Agreement do?

It documents the sale of the partnership business to a company, setting out the terms of the sale, the assets being transferred, and the basis for completion and payment.

What does Sale of Partnership Business Agreement cover?

It includes clauses covering:

  • sale terms and completion mechanics
  • purchase price and payment
  • transfer of sale assets and title
  • treatment of debts
  • employees and pensions
  • VAT and governing law

The agreement also includes schedules covering, among other things, plant and machinery, stock and materials, debts due to and by the partnership, contracts and orders, hire-purchase and maintenance contracts, intellectual property rights, insurance policies, employees and pensions.

When should you use Sale of Partnership Business Agreement?

Use it when a partnership business is being transferred into a company structure and you want a written agreement setting out the terms of the sale and the assets and liabilities being dealt with.

What else you may need

If the partnership business is being sold to an independent company (rather than a company wholly owned by the partners), the agreement anticipates that Clause 2.2 will be deleted and Clause 2.3 renumbered to Clause 2.2.

Sale of Partnership Business Agreement is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.

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