UNITED KINGDOM

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.

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.