Buying or Selling a Business

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.