Company purchase agreement: simple cash deal

Use this agreement to buy or sell any limited company in a straight forward cash deal with no retention or conditional payment. It is suitable for any size of company, working in any industry. Whether you are a seller or a buyer, this should suit you well. The company owns no real property. The warranties are extensive, but straight forward. They protect the buyer fully. Use this template when negotiating terms and as a final sale contract. Disclosure letter layout included.

Suitable for use in: England & Wales and Scotland
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About this document

Note: All Net Lawman company documents provide compliance with the Companies Act 2006.

This document has been drawn for a simple sale and purchase of a limited company. It has been drawn primarily to protect the buyer, but a seller could take advantage by submitting an edited version to his buyer.

There are no extras here: no real property, no conditional payment nor withholding of part payment. The company has no subsidiaries.

You can use this document to buy a private company of any value in any business.

If your deal is more complicated you can use the table below to choose a different template. This template is suitable for all types of business. You can use it to buy anything from a car dealership to a civil engineering company.

  Additional
  Company or Group All Shares Bought/Sold Future Profit Guarantee Part payment in shares Price for target profit Retention of part cash Full Warranties Co owns real property
UK-CPcsl07 Group Yes No No No No Yes Yes
UK-CPcsl01 Company Yes 3 Years Yes Yes Yes Yes Yes
UK-CPcsl03 Company Yes Yes Yes Yes No Yes Yes
UK-CPcsl04 Company Yes No Yes No No Yes Yes
UK-CPcsl05 Company Yes No No No No Limited No

In addition we also provide an example disclosure letter in this pack. We have provided a format as an indication of how a disclosure letter works and a style you could use. The detailed wording is up to you but can be added easily.

A word about warranties:

We have also included warranties. Warranties protect the interest of the buyer, who does not have the information available to the seller. It is fair and reasonable for a buyer to demand warranties and for a seller to give them. However, it is quite easy for a buyer to use warranties to "improve" his original deal. So, if you are a seller, do not give a warranty if you do not know whether it is true, but do be prepared to "go and find out" information that could be within your knowledge.

The 71 individual warranties are in sections relating to:

  • General
  • No damaging effect of this agreement
  • Company structure and operation
  • Accounts
  • Taxation
  • Assets
  • Trading and contracts
  • Employment
  • Insurance
  • Intellectual Property
  • Information technology ("IT")

Key features are:

  • This agreement is suitable for any type of trade or business;
  • Drawn for the deal to be completed on the same day, not at some future time;
  • Suitable for a single company of any size;
  • Limited warranties (unlike the others in this set);

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Contents

  • Agreement for sale
  • Purchase price and how made up
  • Completion of the deal and delivery of documents
  • Warranties applicability
  • The warranties
  • Trustees limited Warranties
  • Restrictive agreement to prevent sellers from competing afresh;
  • Sellers protection provisions;
  • Buyer acknowledgement of inspection
  • Guarantee provisions
  • Various legal provisions usual in a document of this type
  • Shareholdings
  • The warranties
Draftsman

This document was written by a solicitor for Net Lawman. It complies with current English law.

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