Business/Asset Sales

In an 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).

The sale is typically documented using a business purchase agreement (BPA). This collection includes BPA templates and a set of supporting templates to help you run the wider asset sale process.

These templates are drafted by experienced solicitors and written in plain English for UK use.

When Should You Use These Templates?

✅ You are buying or selling a business or business assets (rather than buying or selling the company’s shares)
✅ You need a BPA with the appropriate warranty set (including a short-form warranty option)
✅ The buyer requires a guarantee as part of the deal structure
✅ You need pre-contract documents such as heads of terms, a letter of intent or confidentiality terms
✅ You are transferring contracts and need assignment or novation documentation
✅ You need completion paperwork, 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 the price to be paid for each asset.
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 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 it is essential that independent legal and financial advice is sought.

🔀 Document Toolkit: Typical Sequence

Step 1	Agree the heads of terms and deal protections Use heads of terms, a letter of intent and confidentiality terms to frame the deal before the BPA is finalised.
Step 2	Draft the BPA and select the right version Choose the BPA template that matches the agreed warranty approach and whether a guarantee is required, including any pandemic/epidemic/public health emergency warranty set where appropriate.
Step 3	Deal with contracts, charges and transfer mechanics Use assignment or novation documents for contracts and the supporting charge and floating charge confirmation templates where relevant.
Step 4	Prepare approvals, disclosure and completion deliverables Use buyer and seller board minutes, the disclosure letter to support warranties, and the completion checklist to manage the deliverables.
Step 5	Document the purchase price mechanics if needed Use the completion accounts and escrow schedules where creditors and debtors are being transferred, and use the appropriate version where they are not.

Important Points to Watch

Asset scope drives the paperwork. Be clear on what is included and excluded, and ensure the BPA and transfer documents match that scope.
Liabilities need explicit treatment. They do not transfer automatically in an asset sale, so document what the buyer is assuming.
Tax and structuring should not be left to chance. These templates do not address tax matters and independent legal and financial advice is essential.

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