Buying or Selling a Business
Buy or Sell Your Business with Professional Business Sale Agreements, Contracts and Checklists
Buying or selling a business is one of the most significant financial decisions most entrepreneurs will ever make. Whether you are purchasing an established company, selling a family business, transferring ownership to a partner, or acquiring the assets of an existing enterprise, having the right legal documents is essential.
Our professionally drafted business sale agreements, contracts, forms and checklists help buyers and sellers organize the transaction, document their intentions, and protect their interests throughout the process.
All templates are downloadable, fully editable, affordable, and designed for practical business use.
Business Sale Documents for Buyers and Sellers
Every business transaction is different. Some involve the sale of shares in a corporation, while others involve only the sale of business assets such as equipment, inventory, intellectual property, customer lists, or goodwill.
Our collection includes legal templates that can assist with many stages of a business purchase or sale, including:
- Business purchase and sale agreements
- Asset purchase agreements
- Letters of intent
- Confidentiality (Non-Disclosure) Agreements
- Due diligence checklists
- Bills of sale
- Assignments and transfer documents
- Non-competition and non-solicitation agreements
- Corporate resolutions and related business documents
These professionally prepared templates can save considerable time while helping you prepare well-organized documentation for your transaction.
Buying a Business: Look Beyond the Financial Statements
When evaluating a business, the assets shown on the balance sheet are only part of the picture.
An established business often derives much of its value from assets that cannot easily be measured, including:
- Customer loyalty
- Brand recognition
- Goodwill
- Reputation within the community
- Supplier relationships
- Employee experience and expertise
- Established operating systems
- Intellectual property
- Corporate culture
A successful acquisition depends not only on purchasing these assets, but also on maintaining and strengthening them after the transaction closes.
Prospective buyers should conduct thorough due diligence before completing any purchase and ensure they fully understand both the opportunities and the risks associated with the business.
Selling Your Business Successfully
For many owners, selling a business represents years—or even decades—of hard work.
A successful sale is about more than negotiating the purchase price. It also involves presenting the business professionally, preparing accurate documentation, protecting confidential information, and ensuring a smooth transition for customers, employees, suppliers, and other stakeholders.
Many sellers also want reassurance that the purchaser intends to preserve the reputation, values, and relationships that have contributed to the business's success.
Proper legal documentation helps provide certainty for both parties and reduces the likelihood of misunderstandings after closing.
Why Use Professionally Drafted Business Sale Templates?
Our legal templates are designed to help business owners prepare clear, practical documentation without the cost of having every document drafted from scratch.
Benefits include:
- Immediate digital download
- Fully editable Microsoft Word templates
- Professionally written legal forms
- Affordable one-time purchase—no subscription required
- Reusable for future transactions where appropriate
- Suitable for a wide range of business transactions
Every transaction is unique, and professional legal and accounting advice should always be obtained where appropriate, particularly for larger or more complex acquisitions.
Why Choose Our Legal Templates?
Our legal documents are professionally drafted by experienced legal practitioners—not generated by AI.
Every template is written in plain English, fully editable, and designed for practical business use. Many documents are periodically updated to reflect changes in applicable legislation, business practices, privacy requirements, electronic commerce, and emerging technologies.
Frequently Asked Questions
What documents are needed to buy or sell a business?
The required documents depend on the structure of the transaction. Common documents include a purchase and sale agreement, confidentiality agreement, letter of intent, due diligence checklist, bill of sale, assignments, corporate resolutions, and other supporting documents.
What is the difference between an asset sale and a share sale?
In an asset sale, specific business assets are transferred to the purchaser. In a share sale, ownership of the business corporation itself changes hands through the transfer of shares. Each structure has different legal and tax implications.
Should I conduct due diligence before buying a business?
Yes. The importance of a due diligence review cannot be emphasized strongly enough. Due diligence allows a purchaser to verify the financial condition, legal obligations, contracts, licences, liabilities, and overall health of the business before completing the purchase.
Do I need a lawyer to buy or sell a business?
Many smaller transactions can begin using professionally prepared legal templates, but independent legal and accounting advice is strongly recommended before completing any business acquisition or sale.
Additional Resources
To help you make informed decisions before buying or selling a business, we recommend these practical guides:
16 Questions to Ask Before Buying a Business – Learn how to evaluate a business before committing to a purchase.
The Pros and Cons of Buying a Franchise – Understand whether purchasing a franchise is the right business opportunity for you.
Using a Broker to Help You Sell Your Business – Discover when a business broker may add value during the sale process.
Your Business Exit Strategy – Guidance on planning the sale or succession of your business.
Letter of Intent to Purchase Assets and Shares but Not Debt
Write a letter of intent to purchase the assets and shares of a business, but not its debt, with this downloadable and customizable template.
- Negotiations Legally Binding. The LOI is only legally binding insofar as it relates to the negotiations being conducted between the parties with respect to the purchase.
- No Assumption. The buyer will not assume the liabilities or obligations of the business.
- Pre-Closing Debts. All pre-closing debts are to be paid by the seller.
- Tax Returns. The seller will be responsible for preparing and filing the closing income tax return and for terminating all employees.
- Employees. The buyer will make employment offers to the employees after the closing.
- Format of Template. The document is available in MS Word format and can be easily customized to fit your particular circumstances. This is a generic document template which can be used anywhere.
Letter of Intent to Purchase Business Assets | Canada
Negotiate the purchase of a Canadian business with this Letter of Intent to Purchase Assets of Business template for Canada.
A letter of intent (LOI) 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 other party. A signed letter of intent signals to other interested parties that you are already in negotiations to buy the business.
Purpose of this Letter of Intent
This Letter of Intent sets out the negotiations between the parties related to the buyer's offer to purchase all of the assets and goodwill of the business from the seller.
Expiration of LOI
If the parties fail to execute a formal Purchase & Sale Agreement within a specified number of days, the letter of intent will expire.
Failure to Complete Transaction
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.
Format and Scope of Use
The Letter of Intent form is available in MS Word format and is fully editable and reusable. This LOI can be used in any Canadian province or territory.
Letter of Intent to Purchase Business Assets | USA
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 form.
- Assets Included. The assets being purchased include intellectual property, tangible property, know-how and goodwill.
- Price Adjustments. The template includes a section for purchase price adjustments for such items as uncollected receivables and inventory writedowns.
- Conditions Precedent. 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.
- Exclusive Discussions. The seller will not participate in any discussions or negotiations with any other party while the letter of intent is in effect.
Using the Template
Put a Letter of Intent in place to make sure that your discussions with the seller are not circumvented or interrupted. This is a customizable MS Word document. It was written for use in the United States.
Management Audit Checklist
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.
Mutual Release for Asset Purchase and Sale
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.
Negotiating Price for Sale of Business Over $1 Million
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.
- Learn 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.
No Finder's Fee Clause for Asset Purchase Agreement
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.
Noncompetition and Nonsolicitation Agreement
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.
No-Shop Agreement | USA
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.
Notice of Cancellation of Agreement
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.
