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Share & Asset Sales

Asset Sales - Business Purchase Agreements

In a business/asset sale, the ownership of the company selling the business does not change. Unlike a share sale, the shares are not changing hands. Instead, the buyer acquires the assets that make up the business, which can include both tangible assets (such as property, land, plant, equipment and stock) and intangible assets (such as intellectual property and goodwill).

If the transaction is structured as a sale of shares (where the company itself is being sold), see Share Sales - Share Purchase Agreements.

A business/asset sale is typically documented using a Business Purchase Agreement. This collection contains Business Purchase Agreement templates designed for common SME deal scenarios, including short-form warranty options and versions that include a guarantee where required.

When Should You Use These Business Purchase Agreements?

✅ You are buying or selling a business or business assets (rather than buying or selling the company’s shares).
✅ You need a Business Purchase Agreement with the appropriate warranty set (including a short-form warranty option).
✅ The buyer requires a guarantee as part of the deal structure.
✅ You are using supporting templates alongside the main agreement, such as heads of terms, confidentiality terms, transfer documents, board approvals and disclosure support for warranties.

What Do You Need To Decide First?

Business and asset sales can be complex. Before you start drafting, you should be clear on the key moving parts, including:

- What assets are being sold? Identify the tangible and intangible assets included in the sale.
- How is the price allocated? Consider how the price is attributed across the assets being transferred.
- Which liabilities is the buyer accepting? Liabilities do not transfer automatically in an asset sale, so the deal needs to be clear on what the buyer is taking on.
- What restrictions apply after completion? Consider any post-completion restrictions on the seller.
- What warranties are being offered? Decide what warranty package is appropriate for the assets being sold.

Important Point on Tax

❗Tax is an important consideration in any business or asset sale. These templates do not address tax matters and you should take independent legal and financial advice on tax provisions and transaction structure.

Related Templates

For pre-contract documents, contract transfer mechanics, completion checklists, board approvals, disclosure support and purchase price schedules, see Business/Asset Sales - Supporting Templates.

These templates are drafted by experienced corporate solicitors and reflect the Companies Act 2006 and, where relevant, the Economic Crime and Corporate Transparency Act 2023.

Asset Sales - Business Purchase Agreements is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.

Frequently Asked Questions

What does a business purchase agreement cover that a share sale agreement would not? +
The itemisation. Because only what is listed moves, the agreement defines the assets included, property, plant, stock, goodwill, IP, contracts, and the liabilities expressly assumed, allocates the price between asset categories, and handles the mechanics each asset type needs to transfer. The seller company itself stays behind with everything unlisted. The BPA templates here are built for SME deals, with short-form warranty options where proportionate.
Which of the seller's debts and liabilities come across to us as buyer? +
By contract, only the ones you expressly assume, that is the asset sale's core attraction for buyers. But two big exceptions cut across the contract: employees assigned to the business transfer automatically under TUPE with their accrued rights, and certain liabilities can follow specific assets, charged assets being the obvious case. So the contractual clean slate is real but not absolute. Diligence the exceptions rather than trusting the principle.
What are our TUPE duties to staff when we sell the business? +
Employees assigned to the business transfer to the buyer automatically on their existing terms, and neither side can pick and choose who goes. Both seller and buyer must inform affected employees, and consult where measures are envisaged, in good time before completion, and the seller must give the buyer employee liability information. Getting this wrong creates compensation claims that outlast the deal. Take employment advice alongside the BPA; the agreement assumes the TUPE process runs properly.
When would we need the version with a guarantee? +
When the buyer's covenant is not strong enough on its own: a newly formed purchasing company, a thinly capitalised buyer or deferred payment terms all leave the seller exposed if the buyer defaults. A guarantee brings a parent company or individual behind the buyer's obligations. Sellers should ask who actually stands behind the price; if the answer is a shell, require the guarantee version. Both forms are in this collection.
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Asset Sale - Key Templates

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