Sale of Partnership Business Agreement
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 transaction does this agreement document?
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.
Main terms and subject matter
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 is this agreement appropriate?
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.
If the buyer is an independent company
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.