Buying or Selling a Business

Prepare an Affidavit of Bona Fide Purchase with this template form for the purchase of a business in Canada.

• The Affidavit must be sworn by an officer of a company that is purchasing the assets of a business.
• The Affidavit attests that the purchase is a bona fide purchase and is not being made for the purpose of keeping the assets out of the hands of creditors.
• This form can be used in any Canadian province or territory. A French language version may be required in some provinces.

Selling shares or assets of a Canadian business? Provide the purchaser with this Affidavit of Residency of Vendor.

• The Affidavit is made under section 116 of the Income Tax Act (Canada).
• The Affidavit must be sworn by either the vendor (if an individual) or a corporate officer (if the shares being transferred are owned by a company).
• The vendor attests that it is not a non-resident of Canada, as that term is defined in the Income Tax Act.
• This free form is provided in MS Word format. Easy to download, print and fill in.
• Intended for use only in Canada.

When you sell a business in the United States, you may be required to provide this Affidavit of Seller in accordance with bulk sales act legislation.

• The seller confirms that:
  • the seller has the right to sell the business, assets, inventory, goodwill and equipment of the business,
  • no taxes are owing with respect to the business being sold,
  • no litigation is pending, and
  • the seller has not done anything which would give rise to a claim against any of the items being sold.
• This affidavit is a downloadable digital template which you can easily fill in, print and sign in front of a notary.
• Available in MS Word format.
• Intended to be used only in the United States.

Set down in writing the terms and conditions of selling a business in New Zealand in this customisable Asset Purchase Agreement template.

• The balance of the purchase price is secured by way of a promissory note, which is included in the document package. The note provides for regular instalment payments of principal and interest.
• The agreement contains the standard representations, covenants and warranties of the seller regarding corporate status, authority, financial position of the business, title to assets, conduct of business until closing, and other material items.
• The buyer also makes representations, covenants and warranties to the seller regarding its corporate status, authority, ability to finance the transaction, insurance, and other relevant matters.
• Each of the parties agrees to keep all information of the other party confidential. The parties have the right to an injunction or a suit for damages for a breach of this provision.
• Available in MS Word format.
• Intended to be used only within New Zealand.

Buy an RV park in Arizona with this comprehensive Purchase and Sale Agreement template.

• The property being sold includes the land on which the park is located, all personal property belonging to the business, leases and intangibles, the business name, licenses and permits, and all documentation connected with the development and operation of the RV park.
• The buyer will have a specified time period during which to inspect the site and perform its due diligence. The sale is conditional upon a satisfactory due diligence, and the buyer will have the right to terminate the agreement during this period upon written notice to the seller.
• The parties will each be responsible for their own closing costs.
• All taxes, rents, income, costs and assessments for the year will be prorated as of the closing date.
• The parties mutually indemnify each other against claims and liabilities.
• Earnest money deposits will be held by the escrow agent until closing, with interest accruing to the buyer.
• Intended for use only in the State of Arizona.

Purchase the assets of a Canadian business with this comprehensive Asset Purchase Agreement.

• The business is sold as a going concern, including assets, inventory and goodwill.
• The amount of the purchase price allocated to inventory will be adjusted prior to closing based on the actual physical inventory at that time.
• The transaction is conditional in part upon the parties completing all of their covenants that must be performed prior to closing.
• Schedules include Definitions, Representations and Warranties of Seller, and a Non-Competition Agreement are included in this package.
• The Asset Purchase Agreement package is available in MS Word format and is fully editable to fit your specific needs.
• Intended for use only in Canada.

This standard form USA Asset Purchase Agreement includes a set of schedules and documentation you need to transfer the assets of the business from the seller to the buyer. The package contains:

1. Asset Purchase Agreement setting out the terms and conditions of the purchase and sale;
2. Schedule of Definitions used in the Agreement;
3. Representations and warranties of the seller regarding the corporate status of the business, contractual obligations, taxes, financial statements, condition of the assets, and other material items;
4. Miscellaneous standard contract provisions, including a bulk sales law compliance provision;
5. Non-Competition Agreement to be signed by the seller.

You can customize and tailor the USA Asset Purchase Agreement template to fit the specific conditions of your transaction. This digital download can be used for brokered and non-brokered sales.

Add these provisions to your Asset Purchase and Sale Agreement to provide for management of the business by the purchaser in the period prior to the closing.

• The purchaser will take over managing the business between the effective date of the Asset Purchase Agreement and the closing date.
• The provisions set out the particulars of how the business is to be operated, and what the purchaser's responsibilities are.
• Accounts receivable remain the property of the vendor (seller), and the vendor is responsible for invoicing and collecting the receivables.
• The Asset Purchase Provisions for Management by Purchaser can be used as a means to smoothly transition the business operations from the seller to the buyer without interruption.
• Available in MS Word format.

Assign and transfer ownership of the assets of a small business from a seller to a purchaser with this downloadable Assignment of Assets form.

• The seller assigns its business assets to the purchaser without any set-off.
• The seller certifies the accuracy of the records and accounts being assigned.
• The business assets being assigned will include all of the accounts payable, contracts, leases, inventory, and good will.
• The assignment forms part of the documentation required for the sale of the business.
• This is a generic template which does not contain references to the laws of any country or jurisdiction.
• Save time and money by preparing your documents yourself. Download, fill in, print and sign.

An Assumption of Obligations Agreement is used in the purchase of a business when a buyer has agreed to assume the obligations and liabilities of the business following the closing.

• The purchaser agrees to assume and perform the obligations specified in the agreement after the closing.
• Each of the parties indemnifies the other party against claims or actions, with the seller indemnifying the buyer up until the time of closing, and the buyer indemnifying the seller from the time of closing on.
• This is not a country-specific template and it can be used anywhere. Downloadable and editable to meet your needs.

Sell the assets, goodwill and inventory of an Australian business with this template Agreement for Sale of a Business.

• The business is being sold as a going concern.
• The balance of the purchase price, after the down payment and earnest money deposit, will be secured by a promissory note which is included in the package.
• The seller makes certain representations and warranties regarding the business and its operations, including compliance with all applicable laws.
• The buyer covenants to treat all information as confidential, and to carry sufficient hazard and liability insurance until the promissory note is paid in full.
• The sale is conditional upon the buyer being provided with, and being satisfied with, information and records of the business.

You can pay a solicitor a lot of money to prepare your paperwork. Or you can save money by downloading the Australia Agreement for Sale of Business.

Prepare an Agreement for Sale of Business between a business broker and a client with this fully editable template.

• The broker will list the business for sale, identify potential buyers and act on behalf of the seller to complete a sale.
• The broker's commission rate will be calculated as a percentage of the sale price or a minimum fixed rate, whichever is more.
• The seller grants the broker a lien over the business assets until the commission is paid in full.
• The parties agree to arbitration in the event of a dispute.
• This template includes a confidentiality agreement which potential buyers must sign before reviewing confidential business information of the seller.
• Available in MS Word format, easy to use and customize.
• This is a generic form that can be used in many jurisdictions.

How viable is that business opportunity you are planning to pursue? Review all the important issues you should consider beforehand with this Business Viability Analysis Checklist.

The checklist includes such topics as:

• performing an industry analysis,
• evaluating your relevant business experience,
• intellectual property audits,
• laying out your marketing strategy.

This free Business Viability Analysis Checklist is provided in MS Word format and is fully editable.

You can write your own Offer to Purchase ⁄ Purchase Agreement for Business Assets with this professional template for California businesses.

• The offer is for the assets, equipment, fixtures, leasehold interests, contract rights, records, franchises, etc. of the business, but NOT the receivables, bank accounts, or cash on hand.
• Part of the purchase price will be paid by way of the purchaser's assumption of business debt and partly by a non-negotiable note with right of offset.
• The transaction is conditional upon (i) the purchaser having satisfactorily inspected the assets and records of the business, and (ii) the seller being satisfied as to the qualifications and creditworthiness of the purchaser.

Having a lawyer draw up the agreement could cost hundreds of dollars (or more). Download the California Purchase Agreement for Business Assets and do it yourself.

Draw up a Purchase and Sale Agreement for a business in California, including the land and premises, with this customizable template.

• The sale includes the land, building(s), improvements, chattels, equipment, vehicles, inventory and other assets of the business.
• The purchaser agrees to assume an existing business loan secured by the real property. The balance of the loan will be set off against the purchase price.
• The seller will provide a standard CLTA title insurance policy.

Buy and download the Purchase and Sale Agreement for California business properties, and you can easily tailor it to your specifications.

Use this free template to prepare a certified copy of a shareholders resolution authorizing the transfer of the corporation's assets to a buyer.

• All of the shareholders resolve to transfer all of the corporate assets to a purchaser pursuant to the terms and conditions of a purchase agreement.
• This is a free generic form which is not country-specific.
• Available in MS Word format.

Use this 6-page checklist to help you navigate the issues and get through the process of selling your business.

• Topics include:
  • assembling your team of advisors;
  • defining your needs;
  • preparing an opportunity plan and a marketing plan;
  • disclosure documentation;
  • following up with interested parties.
• If your business has a value in excess of $1 million, this checklist can help you through the selling process.
• Available in PDF format.
• Prepared by an Ontario corporate lawyer with years of experience and expertise in assisting owners in the sale of their businesses.

If you are in discussions with a competitor about a possible joint venture or acquisition, get this Confidentiality Agreement signed prior to providing your business information.

• During the course of negotiations with respect to partnering or being bought out by the competition, you will undoubtedly need to provide confidential business data for your competitor's due diligence review.
• You need to protect that sensitive confidential and proprietary information. That's why it's essential to have the competitor sign this Agreement prior to releasing any such information.
• The template also includes a no solicitation clause, under which the competitor agrees not to solicit either your customers or your employees.
• The Confidentiality Agreement for Competitors is a generic legal document which does not contain references to any specific laws or regulations and can be used in most countries. 
• The contract template is provided in MS Word format and can be easily customized to fit your unique needs.

Business brokers, protect your leads by having potential buyers sign this standard-form Confidentiality & Disclosure Agreement.

• The buyer agrees that all dealings will go through the broker, who has entered into a separate agreement with the seller for payment of commissions.
• The buyer agrees to keep confidential all information provided with respect to any business that the buyer is interested in acquiring.
• The broker gives no warranties regarding the accuracy of any information provided with respect to a business.
• The buyer acknowledges that the broker is acting as the seller's agent.
• If the buyer discloses information to a third party who purchases the business without going through the broker, the buyer is responsible for payment of commissions that would have been payable on the sale price.
• This template is available as a downloadable MS Word template and is fully editable.
• This is a generic form that can be used in many jurisdictions.

Before you purchase a business, make sure you consider all the issues with this free Due Diligence Checklist for Canadian companies which lists the items you need to review, including:

• corporate records;
• financial information;
• contractual arrangements;
• assets and property;
• employee relations and benefits;
• tax matters.

This is a free downloadable file prepared for use in Canada.

Before you purchase or invest in a privately held company, do your due diligence with this 5-page guide and checklist covering such items as:

• a review of the corporate documents,
• shareholders, shareholder loans, guarantees, options and warrants,
• financial review,
• corporate borrowing, credit facilities, and debt obligations,
• taxes and government compliance,
• operations management,
• products, competition, sales and marketing,
• employees and senior management,
• tangible and intellectual property,
• legal action by and against the business,
• overview of the company's insurance coverages,
• third party consents and approvals required.

Don't put your investment at risk by not doing your homework. Get the Investor / Purchaser Due Diligence Guide for private companies.

Transfer your business assets to a purchaser with this Illinois Asset Purchase and Sale Agreement.

• The buyer assumes the liabilities of the business.
• The template includes a payment schedule setting out the dates on which the buyer must make payments against the purchase price.
• The seller agrees not to compete with the business for a specified period of time.
• Procedure for payment of sales taxes and recording fees with respect to the transaction.
• The digital template includes a Bill of Sale, Assignment and Conveyance form, as well as an Assumption of Obligations Agreement.

This Asset Purchase and Sale Agreement is for Illinois businesses. Why spend hundreds retaining a lawyer to write the same document when you can download a standard form agreement for less than $30?

Write a letter of intent to purchase the assets and shares of a business, but not its debt, with this downloadable and customizable template.

• The LOI is only legally binding insofar as it relates to the negotiations being conducted between the parties with respect to the purchase.
• The buyer will not assume the liabilities or obligations of the business.
• All pre-closing debts are to be paid by the seller.
• The seller will be responsible for preparing and filing the closing income tax return and for terminating all employees.
• The buyer will make employment offers to the employees after the closing.

The Letter of Intent to Purchase Assets and Shares but Not Debt can be easily tailored to fit your particular circumstances. Why pay expensive legal fees when you can do it yourself with this easy template?

Negotiate the purchase of a Canadian business with this Letter of Intent to Purchase Assets of Business template for Canada.

• A letter of intent is not a legal contract, except for certain provisions such as confidentiality clauses which prohibit either party from disclosing any confidential information belonging to the othe rparty.
• The buyer is offering to purchase all of the assets and goodwill of the business from the seller.
• If the parties fail to execute a formal Purchase & Sale Agreement within a specified number of days, the letter of intent will expire.
• If the seller fails to go through with the transaction for no reason, the seller agrees to pay the buyer's costs and a specified amount as liquidated damages.
• This template LOI can be used in any Canadian province or territory.
• A signed letter of intent signals to other interested parties that you're already in negotiations to buy the business. Download the template and get it in writing now.

You're in the process of negotiating the purchase of a business. It's in your best interests to put the understanding in writing with this USA Letter of Intent to Purchase Business Assets.

• The LOI template can be used anywhere in the United States.
• The assets being purchased include intellectual property, tangible property, know-how and goodwill.
• The template includes a section for purchase price adjustments for such items as uncollected receivables and inventory writedowns.
• The transaction can only be completed once a number of conditions precedent have been met, such as obtaining any required governmental approvals, licenses or permits, and completion of a satisfactory due diligence review.
• The seller will not participate in any discussions or negotiations with any other party while the letter of intent is in effect.
• Put a Letter of Intent in place to make sure that your discussions with the seller are not circumvented or interrupted.
• Intended to be used only for transactions governed by the laws of the United States.

Perform a management audit on your own business or on a company that you are planning to buy with this easy-to-use Management Audit Checklist.

• The Audit Checklist helps you determine the strengths and weaknesses of the business, and addresses issues such as:
  • quality and inventory controls,
  • marketing and public relations,
  • customer service,
  • strengths of the sales force,
  • research and development,
  • accounting and financial procedures,
  • budget and cash flow,
  • credit management,
  • management direction.
• Downloadable MS Word document, easy to customize for your business.

Whether you're selling or buying a business, you can protect yourself against claims by the other party in the transaction with this Mutual Release for Asset Purchase and Sale.

• The Release must be signed by both the purchaser and the seller.
• Each party releases the other party from claims or demands with respect to the transaction.
• This is a generic legal form which can be used anywhere.
• In today's world, it's always better to be safe than sorry. Buy and download the Mutual Release for Asset Purchase and Sale before you sign on the dotted line.

This information package and checklist is for you if you're planning to buy or sell a business in Canada that is valued in excess of $1 million. You'll discover:

• How to reach a common understanding so you can make the best possible deal for both parties.
• Value and price are not the same thing.
• A comparison of asset sales vs. share sales.
• Different methods of evaluation.
• How goodwill can be evaluated.
• How to calculate normalized sustainable future earnings.
• How to assess the buyer's risk.
• Recasting historical numbers and predicting future numbers.
• How to bridge the gap by sharing the risk, the burden and the tax shield.
• The information applies equally to share sales and asset sales.

The most difficult issue in negotiating the purchase or sale of a business is negotiating price. Download this package and learn the ins and outs of successful price negotiations from an expert.

Insert this No Finder's Fee clause into an Asset Purchase Agreement for a transaction which has no commission or finder's fee payable on the sale.

Download the free file in MS Word format, or copy and paste the text below.

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NO FINDER'S FEES

The Vendor and the Purchaser do hereby warrant each to the other than neither has done any act which would incur or require the payment of any finder's fees or commissions of any nature whatever payable either in connection with this Agreement, any matter or thing contemplated hereby or the transaction of purchase and sale provided for herein.

Before you close the purchase of that business you're buying, get the seller to sign this Noncompetition and Nonsolicitation Agreement.

• The person you bought the business from could become your newest competitor, unless you get them to sign this Noncompetition and Nonsolicitation Agreement as a condition of the closing.
• The seller agrees not to operate a business that competes directly or indirectly with the Business you're acquiring for a specified period of time after completion of the sale (non-competition).
• The seller also agrees not to solicit the customers or employees of the purchaser (non-solicitation).
• The purchaser agrees to keep confidential any proprietary information belonging to the seller.
• This is a generic legal form which can be used anywhere.

Whether you're buying or selling a business, make sure the other party continues the negotiations by getting this USA No-Shop Agreement signed at the outset.

• This agreement can be used anywhere in the United States.
• The parties to the transaction agree that they will not consider other offers or approach other potential purchasers while the negotiations between them are ongoing.
• This free template can be used by business brokers and by buyers or sellers in non-brokered transactions.
• Available in MS Word format. Easy to download and use.

Give written notice that you are canceling an agreement you have with another party with this free Notice of Cancellation of Agreement form.

• The Notice should be served on all other parties to the Agreement.
• You should clearly state the reason(s) for cancellation and make reference to the applicable section of the Agreement.
• Typically an agreement can only be terminated for breach of contract or some other material reason.
• This is a generic legal form which can be used in most jurisdictions.

Write an offer to purchase the assets, inventory and supplies of an Ontario business with this downloadable template.

• Once accepted by the seller, the Offer to Purchase becomes a binding agreement of purchase and sale between the parties.
• The offer is conditional upon the purchaser receiving financing sufficient for the transaction.
• The purchaser will take over the lease on the business premises and assume certain liabilities.
• The purchaser is responsible for paying HST on the transaction.
• The purchaser will pay the value of current inventory and supplies on hand as of the closing date, valued at lower of cost and net realizable value, as determined by the parties after conducting a physical inventory.
• The parties will cooperate in obtaining any third party consents required to complete the transaction.
• The parties will jointly file an election under section 167 of the Excise Tax Act.
• Available in MS Word format.
• Intended to be used only in the Province of Ontario, Canada.

Have you decided to buy an established business in Ontario? You can write up your offer to purchase the assets and shares of the company with this downloadable template.

• The offer is for the assets (excluding cash on hand and receivables) and the shares, but not the debt obligations of the company.
• Upon being accepted, the offer automatically becomes a legally binding purchase and sale agreement.
• The buyer will not assume any of the business liabilities except for the premises lease, maintenance contracts and salaries of employees that will be kept on after the closing.
• The parties agree to review and make any adjustments to the purchase price six months after closing.
• It is the seller's responsibility to terminate employees, prepare financial statements, file the final income tax return and pay corporate taxes as of the closing date.
• This is a downloadable fully editable template in MS Word format.
• Intended for use in the Province of Ontario, Canada.

You can easily write an offer to buy the assets and property of a restaurant with this downloadable template Offer to Purchase for the Province of Ontario.

• The offer becomes a legally binding agreement of purchase and sale once it has been accepted by the seller.
• On closing, the buyer will pay the seller the value of liquor, food and beverages on hand, valued at either cost or net realizable value, whichever is lower.
• The buyer is not required to purchase inventory older than two months or inventory which is unsaleable or unusable.
• The buyer is responsible for remitting the GST applicable to the sale. The buyer will also pay retail sales tax on the purchased assets.
• The seller will give the buyer reasonable access to the premises, books and records of the business to enable the buyer to conduct its due diligence investigation.
• The agreement contains the standard representations and warranties of each party.
• The seller agrees not to carry on or be involved with a competing business within an agreed proximity to the restaurant, and will not solicit customers or employees from the business.
• The Offer to Purchase form is intended for use within the Province of Ontario, Canada.

Acquire the assets of an Ontario corporation with this Purchase Agreement for Assets of Operating Company.

• The seller (vendor) sells the assets of a company to the purchaser and the purchaser assumes the company's liabilities as part of the purchase price.
• The balance of the purchase price will be secured by a promissory note.
• The parties agree to file joint elections under sections 22 and 97(2) of the Income Tax Act (Canada) and as required under the Ontario Corporations Tax Act.
• The form includes a Section 116 Affidavit to be sworn by a corporate officer of the vendor, if applicable.
• The form also includes a Promissory Note.
• This is a fully editable legal template intended for use only in the Province of Ontario, Canada.

Set out the terms of a transfer of depreciable property as part of the sale of a business with this Canada Property Transfer Agreement.

• The parties agree that the property is being transferred at fair market value.
• The purchaser agrees to issue shares in its capital stock to the seller and assume any outstanding encumbrances on the property as payment of the purchase price.
• The parties agree to make a joint Section 85(1) election under the Income Tax Act (Canada).
• The parties mutually indemnify each other with respect to the transfer.
• The agreement sets out the manner of arriving at an agreed amount for depreciable property subject to subsection 85(5.1) of the Act, and eligible capital property subject to subsection 248(1).
• The parties intend that the purchase price for the assets be an amount equal to the fair market value of the assets at the date of the agreement.
• This template is available in MS Word format, and is fully editable to fit your circumstances.
• This legal document is governed by Canadian tax laws.

Sell your business to an employee with this downloadable Agreement for Purchase of Business as Going Concern.

• The Agreement for Purchase of Business as Going Concern is a great succession planning tool if you have no family members able or willing to take over the business.
• The transaction will take place upon the winding up of current business operations by the present owner.
• The agreement terminates the employee's employment, and establishes an agency relationship between the employee as buyer and the owner as seller with respect to ongoing contracts and obligations of the business.
• The buyer, as agent for the seller, will pay the outstanding liabilities and will perform any required warranty or service work under existing contracts with clients.
• This is a generic legal contract template which does not contain references to the specific laws of any country or jurisdiction.

Set the terms for payment of royalties on intellectual property with this contract template for Canadian businesses.

• This agreement covers royalties accruing on intellectual property that was developed by the seller, which is being transferred to a purchaser as part of a transfer of business assets.
• The intellectual property will continue to be used by the purchaser in connection with the business operations, and royalties will continue to accrue.
• The purchaser agrees to pay the seller an ongoing royalty for a specified number of years following the closing of the purchase and sale transaction.
• The royalty will be calculated based on the customer base and non-exempted gross earnings of the business.
• This Royalty Agreement refers to the laws of Canada. It can be used in any Canadian province or territory. A French language version may be required in Quebec.

Thinking of selling your business? Maximize your return on investment with this expert guide to help you get the best possible deal.

• assembling an advisory team to help you sell the business,
• researching and analyzing the business opportunity you are selling,
• ensuring that your company's housekeeping is in order (financial, legal, tax, etc.),
• preparing an opportunity plan and a marketing plan,
• preparing and distributing disclosure documents,
• writing a letter of intent, deal memo or term sheet,
• due diligence and negotiating the legal agreements,
• closing arrangements.

You've spent years building your business and you want to get the best deal possible when you sell. Follow the procedures and rules in this guide.

This free article will guide you through the issues to consider if the sale of your business has an earn-out component or a deferred payment (seller financing) option, including:

• how much money the buyer should put in,
• negotiating an interest rate,
• securing the unpaid balance of the purchase price,
• considering rights of setoff,
• determining a reasonable payout timetable, and the consequences for missing a milestone,
• determining how profits will be used,
• planning for unforeseen events (death, disability, default).

Download a copy of Selling Your Business - Structuring Earnouts and Deferred Payment Plans to help you with your exit strategy.

Learn how to successfully negotiate a fair price for selling your business with this 20-page expert guide which examines the issues you need to consider, including:

• the difference between fair market value and negotiated purchase price,
• the pros and cons of selling shares vs. selling assets,
• various methods of valuing your business,
• recasting the company financial statements,
• negotiating the value of goodwill,
• normalized sustainable future earnings,
• assessing the buyer's risk,
• techniques for bridging the gap between price and value assessments.

Selling Your Business: Successfully Negotiating Price is a comprehensive how-to guide written by an Ontario lawyer with years of experience helping business owner-managers with their exit strategies.

Sell of the shares of an Australian corporation to a purchaser under the terms of this Share Purchase Agreement which includes State-specific trade restraint clauses.

• If required by the purchaser, the parties will jointly conduct a stocktaking of the business before completion of the transaction.
• Any disputes with respect to the stocktaking will be referred to an expert valuer.
• The vendor is liable to pay the amount of any loss arising from a reduction in the value of the company's assets, an increase in the liabilities, or any breach of the vendor's warranties.
• There is no liability in respect of trade debts which are paid in full on or before completion, or within 12 months after they become due.
• The vendor agrees to encourage the company's clients to use the company's goods and services, and must provide assistance in relation to the ongoing business of the company.
• Both parties are bound by ongoing confidentiality provisions which will survive the closing.
• Available as a downloadable MS Word document.
• Intended to be used only within Australia.

The sale of shares is one component of selling a business. Transfer all of the outstanding shares of a private limited company to another body corporate with this Share Purchase Agreement for UK companies.

• All pre-emption rights over the shares will be waived.
• The purchaser agrees to pay all reasonable costs and expenses related to the purchase of the shares, up to a specified amount. The vendor is responsible for paying all costs which exceed that maximum.
• Each party is entitled to enforce specific performance.
• Each party provides the standard representations and warranties with respect to corporate standing, authority to enter into the agreement, no conflict with laws or charter documents, and no claims pending or threatened.
• This downloadable agreement template is intended for use only by companies formed within the United Kingdom.

Buy up all of the shares of stock of a US company with this USA Stock Purchase Agreement.

• Part of the purchase price will be held in escrow until the buyer conducts a review all of the company's books and records. If the review is unsatisfactory and the buyer decides not to proceed with the purchase, all deposits paid will be returned and neither party will have any further obligation or liability.
• Each party provides standard representations and warranties.
• Both parties warrant that there will be no fees or commissions owing with respect to the transaction.
• Each party covenants to indemnify the other against claims or damages resulting from that party's misrepresentation or its failure to honor its obligations under the Agreement.
• Each party will pay its own expenses incurred with respect to the transaction.
• Available in MS Word format.
• Governed by U.S. laws and intended to be used only in the United States.

Sell your business and transfer ownership of the business assets to a buyer under the terms of this Tennessee Asset Purchase and Sale Agreement.

• The buyer agrees to purchase all inventory, equipment, supplies, improvements, fixtures, goodwill, accounts receivable, tangible and intangible assets of the business.
• The buyer will assume certain liabilities and indemnifies the seller against claims relating to those liabilities. The seller indemnifies the buyer with respect to any debts or obligations not being assumed.
• The purchase price includes a stated value of inventory. If the actual value is greater or less than this value, the purchase price will be adjusted accordingly. The parties agree to jointly take inventory prior to closing.
• The seller agrees to train the buyer's employees for a specified period of time after closing, at no additional cost.
• The business premises lease will be assigned to the buyer.

This Tennessee Asset Purchase and Sale Agreement is ideal for transactions which do not involve a broker. It includes standard form language and provisions and is easy to customize.

Add this clause to an Asset Purchase Agreement if the consent of a third party is required before the assets can be assigned.

• This clause would be used in circumstances where a lender or other third party has an interest in the assets being purchased.
• The file is available in MS Word format.
• This is a generic clause which does not contain references to any specific laws or jurisdictions.

Are you planning to buy a company in the UK? Protect your interest in the business by having the vendor sign this Deed of Non-Competition.

• The Non-Competition Agreement is pursuant to a Share Purchase and Sale Agreement between the purchaser and the vendor of the company.
• On completion of the sale, the vendor will be hired or retained by the purchaser for a specified period of time to assist with the transfer of the business.
• The vendor agrees not to be involved in any capacity with a business that competes either directly or indirectly with the business of the purchaser, either during the retainer period or for a specified period of time thereafter.
• The vendor agrees not to solicit customers or employees of the business.
• The vendor agrees not to disclose any confidential information of the business.
• The vendor is not restricted from holding shares or securities in a publicly traded company, up to a certain percentage of voting shares.

The sale of a business requires a lot of documentation. Sell your business as a going concern with this template Sale of Business Agreement for UK companies.

• The assets being sold include the plant and machinery, business property, intellectual property, any software developed for the business, goodwill, information and records, and the benefit of all existing contracts.
• The consideration paid for the business will be a specified sale price, together with the discharge of the seller's debt obligations to the business' bank, and a number of shares in the purchaser or a subsidiary company owned by the purchaser.
• The parties intend that the transfer of the business fall under Article 5 of the Value Added Tax (Special Provisions) Order 1995.
• The purchaser will take over all employee contracts effective as of the date of completion.
• The seller agrees to non-competition and non-solicitation provisions for a specified period of time following the transaction.
• The agreement is governed by English law and can be used throughout the United Kingdom.

Preparing your own paperwork can save you a lot of money on solicitors' fees. Download this fully customisable UK Sale of Business Agreement.

When buying a business in the United States, you will be required to provide this USA Affidavit of Purchaser to the seller.

• The buyer confirms that it will take over the seller's lease on the business premises (if applicable), that it has inspected all equipment and has a complete list of all inventory and assets being purchased.
• The buyer waives compliance with State bulk sales law and will rely on the rights of set-off and indemnification in the purchase and sale documents.

Buy and download the USA Affidavit of Purchaser of Business Assets, print it and sign it in front of a notary.

Should you attempt to sell your business yourself or use a broker? This expert guide discusses the benefits of using a broker or intermediary to sell it for you.

• retaining an intermediary,
• how commissions are determined,
• completing a business review,
• provisions of the listing agreement,
• preparing and implementing a marketing plan,
• negotiating the deal,
• due diligence and the definitive agreement,
• closing the sale,
• licensed brokers vs. unlicensed intermediaries.

You know your business. But do you know how to sell it? Read Using a Broker to Help You Sell Your Business and decide if an intermediary is right for you.

Prepare a contract for the sale of a business with this easy downloadable template for the State of Victoria.

• The Contract is subject to a 3-day cooling off period during which the Contract may be canceled if the purchaser does not receive independent legal advice or if a similar contract has been entered into between the parties.
• The Contract is also conditional upon the purchaser obtaining sufficient financing to complete the purchase.
• The vendor will transfer the existing lease or negotiate a new lease for the premises, and obtain approvals as required from the landlord and any mortgagee.
• If the parties are unable to agree on the value of the stock, they will submit the determination to an independent stocktaker.
• If the purchaser defaults in payment, the vendor may immediately sue for the unpaid amount.
• If a dispute arises, neither party is at liberty to commence legal proceedings until the parties have attempted to resolve the dispute through mediation.
• Available in MS Word format.
• Intended to be used only in the State of Victoria, Australia.

A seller of a business in the State of Victoria must provide the purchaser with this Statement by a Vendor of a Small Business, under Section 52 of the Estate Agents Act 1980.

• A small business is defined as one in which all of the goodwill, plant, equipment and fittings being sold have a total price of $350,000 or less.
• This is Form 2, Regulation 7, Estate Agents (General, Accounts and Audit) Regulations 2008.
• This is a free downloadable form in MS Word format, provided by the Government of Victoria.