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.

• Business Purchase Agreement (short form warranties)
• Business Purchase Agreement (pandemic/epidemic/public health emergency warranties)
• Business Purchase Agreement with Guarantee
• Business Purchase Agreement with Guarantee (pandemic/epidemic/public health emergency warranties)
• Schedule - Purchase Price Based on Completion Accounts with Escrow (Asset Sales Where Creditors & Debtors Transferred)
• Schedule - Purchase Price Based on Completion Accounts with Escrow (Asset Sales Where Creditors & Debtors Not Transferred)

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