Business/Asset Sale - Supporting Templates

An asset sale is not just the Business Purchase Agreement. You usually need supporting paperwork to manage pre-contract discussions, document the transfer mechanics for key contracts, record approvals and control the completion process.

This collection contains supporting templates commonly used alongside a Business Purchase Agreement in an SME business/asset sale. They cover early-stage confidentiality and heads of terms, letters of intent, contract transfer documentation (assignment and novation), completion checklists, board minutes and disclosure support, plus targeted templates for dealing with charges where relevant.

When Should You Use These Templates?

✅ You need confidentiality terms before sharing sensitive information with a prospective buyer.
✅ You want to record key commercial deal points in heads of terms or a letter of intent before the main agreement is finalised.
✅ You are transferring a key business contract and need assignment or novation paperwork.
✅ You want a structured completion checklist and clear completion deliverables.
✅ The company needs formal board minutes to approve the sale or purchase and to evidence authority to sign.
✅ You need a disclosure letter to support the warranties in the main agreement.
✅ There is existing security over the seller’s assets and you need supporting documentation to deal with it as part of completion.

How Are These Templates Organised?

Pre-contract and deal set-up: confidentiality documents, heads of terms, letters of intent and finder’s fee agreements.
Transfer mechanics: templates for assignment and novation of contracts and related documentation used to transfer rights and obligations.
Approvals, disclosure and completion: buyer and seller board minutes, a completion checklist and a disclosure letter to support warranty protection.
Charges and completion conditions: supporting templates used where a charge exists and needs to be released or confirmed as part of completion.

🔀 Document Toolkit: Typical Sequence (may vary)

Step 1	Set confidentiality and outline the deal. Use confidentiality terms, then capture key commercial points in heads of terms or a letter of intent while the Business Purchase Agreement is negotiated.
Step 2	Confirm the transfer mechanics. Identify which contracts need to transfer and use assignment or novation templates as appropriate.
Step 3	Prepare approvals, disclosure and completion deliverables. Use buyer and seller board minutes, the disclosure letter (where warranties are given) and the completion checklist to manage the completion process.
Step 4	Deal with charges and completion conditions where relevant. If the seller’s assets are subject to a charge, use the release and confirmation templates to support the agreed completion conditions.

❗Important Points to Watch

Assignment and novation are different. Assignment transfers rights, but a novation is typically needed where obligations are also moving and the counterparty must consent.
Be disciplined about completion. A completion checklist and properly executed transfer documents reduce the risk of post-completion disputes over what did (and did not) transfer.
Charges can affect timing. If there is existing security, agree early what needs to be released or confirmed at completion and make sure the paperwork matches the agreed position.

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