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Product ID: UK-COMbsl03

(3 customer reviews)

This document is suitable for buying or selling a retailer or wholesaler.

It includes:

  • provisions suitable for a business that might sell through multiple sales channels (including e-commerce)
  • provisions relating to quality, condition and saleability of stock
  • warranties that cover contracts with customers and suppliers, as well as with contractors
  • draft contracts for transferring freehold and leasehold property
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Product ID: UK-COMbsl17

Business transfer agreement: incorporation of a sole trader or partnership to a company

This document is suitable where the transaction involves: transfer from a sole trader or partnership to a company owned by the same people. It is for use when an existing business incorporates to take advantage of a limited company structure.

The document predominantly covers the transfer of assets into the company.

It is much simpler version, since the owners of the acquiring company do not need warranties or provision for a guarantor.

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Product ID: UK-COMbsl16

Website sale and purchase agreement

This is an agreement to buy a website that is complete, but not yet trading.

It could be used:

  • by speculative web developers
  • to sell a site that has been developed for a business that will not start trading for reasons such as a lack of further capital

It is suitable for any type of website.

Provisions include transfer of all intellectual property to the acquirer.

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Product ID: UK-COMbsl02

Sale agreement: manufacturing business

An agreement for the sale and purchase of any manufacturing business.

The type of goods produced is not important within the document. Additional production services such as finishing and packaging could also be provided by the manufacturer.

The document provides for:

  • strong warranties on assets, to make sure that the buyer obtains functioning plant and equipment
  • transfer of staff to the buyer
  • transfer of intangible assets including any website
  • sale of any freehold property, and transfer of leasehold property
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Product ID: UK-COMbsl05

Business sale agreement: Internet-based services provider

This document is suitable for the purchase of a business that delivers a service via the Internet, either B2C or B2B.

Examples include: an online advertising management platform; a subscribe-to-access news website; a property search portal; and an online gaming site.

It includes:

  • a list of matters to be done before completion and documents to be handed to the buyer
  • provisions to prevent the seller setting up in competition
  • provision for freehold or leasehold premises to be included in the sale
  • a large menu of warranties, with particular emphasis on those relating to hardware and software
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Product ID: UK-COMbsl06

(1 customer review)

This is a simpler version of our agreement to buy an Internet-based services provider, that do not have premises.

Examples might be: a blog that generates income from advertising; or an affiliate site.

There is a short menu of relevant warranties.

It has been drawn to be easy to use for parties who want a simple deal, completed on the same day with the full price paid in cash.

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Product ID: UK-COMbsl08

Business sale agreement: motor repair garage or service station

This is a purchase agreement for a business that repairs or services vehicles, machinery or plant, on an ongoing contractual basis or through off-the-street trade. It is suitable whether the customers are B2C or B2B.

Examples include:

  • a motor garage that offers MOT services and checks
  • a service station that services landscaping equipment such as mowers and diggers
  • a company that specialises in cleaning and servicing a particular component in an industrial machine

Provisions are specific to this type of service station or gagrage, and include those for transfer of property and employees to the acquirer.

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Product ID: UK-COMbsl10

Business sale agreement: sports coach or personal trainer

Use this contract to buy or sell a business that provides a face-to-face service to consumers.

It is a short document, stripped down to cover the requirements of a simple business that does not operate from business premises, and that does not have an e-commerce enabled website.

Examples of businesses that could be sold using this agreement include those offering:

  • personal training and sports coaching
  • private tutoring
  • home-based hair and beauty
  • reflexology, acupuncture, aromatherapy, hypnotherapy and other complementary therapies

The agreement:

  • does not cover additional retail of goods (for example, goods to complement the service)
  • assumes no employees are to be transferred with the sale

There are provisions for transfer of a simple website and for VAT. Also included is a short menu of suitable warranties.

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Product ID: UK-COMbsl09

Sale agreement: building & construction business

This is a sale agreement for a small construction or property renovation business.

Examples include:

  • a installer of conservatories, swimming pools, or kitchens and bathrooms
  • an office or shop fitting services
  • a renovator of rented residential properties
  • a company specialising in building extensions
  • a landscaping business

It is not suitable for the sale of a house-builder.

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Product ID: UK-COMbsl20

Sale of used plant and machinery

Use this agreement to buy or sell second hand plant, machinery or equipment.

This is for a one-off sale where seller is off-loading surplus assets and will give only limited warranties. It deals largely with making sure buyer obtains good tile and proper arrangements are made for payment and transfer of the plant to the buyer.

The document includes:

  • limited warranties as to merchantability and product quality but full transfer of title
  • provision for payment options, including by letter of credit
  • provision for delivery, transportation, including abroad
  • retention of title for incomplete payment
  • a list of accompanying documents, supporting software and other associated parts
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Product ID: UK-COMbsl19

Purchase of business assets or hive-down

The essence of this agreement is that seller gives no warranties so the buyer has little protection. What he sees is what he gets. The reason for the sale is not relevant.

The document is not the sale of a business as a going concern but of assets in a "break-up" situation.

For example, it might be used to sell:

  • plant and equipment
  • intellectual property such as a customer list or copyright
  • stock

Examples of use might be:

  • for a “hive-down” or any other sale by a liquidator or administrator or trustee in bankruptcy
  • a private sale where the seller will not give any warranty
  • to record an inter-company transfer within a group of companies - to distribute profit where you want it to arise or where a subsidiary is merging with its holding company.
  • where a business owner is closing a business
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Can't find the document you are looking for?


These documents are suitable for a transaction which transfers the whole of any business.

By “business” we mean a collection of assets, including supplier and customer information, stock, and intellectual property, all of which are used in a current, operational business. The ownership may be vested in one or more individuals, or in a company.

In deciding which business purchase agreements to offer, we have considered first, the structure of the deal. We offer documents for different structures.

Nonetheless, to help you to choose, we have also named some of them as specific to the type of activities or services being carried out. In essence however, you can safely use one of these documents for a range of industries and sectors.

Suitable for both the buyer or the seller

The agreements are suitable for either a buyer or a seller to present to the other side as a deal. Usually it is the buyer who draws the agreement as he is the one that needs the protection - the seller knows all about his business.

As far as possible, the documents protect both sides. However, without additional editing, the balance favours the buyer.

If you are a seller you can obtain an advantage by using one of these documents, suitably edited to remove anything you are unhappy with.

Each of these document templates provides you with a complete sale agreement. Edit to the exact terms you want, have both sides sign it (no witness necessary), date it - and you have a deal.

Of course, a lot of water passes under the bridge before you reach completion. The buyer wants to know everything and the seller still wants to avoid reducing his price.

What you will find in your document

The terms are tailored to what you need

These agreements can seem daunting. Few people buy or sell a business often. We have provided versions edited to suit the most common business transfers. The provisions we make are common to most, but the ways they are applied are different for each document.

For example, every buyer will want to prevent his seller from setting up in competition, but how we make that happen is not the same for every transaction.

As you read the following paragraphs, you can apply the points to your specific document, but only to the extent that your document needs it. We do not list every provision - just the ones you may want be sure you have.

The parties

The parties could be companies or individuals. Whoever they are, a buyer should insist on a guarantor. This is particularly important when he buys from a company - which might cease to exist the day after he has bought its business.

Creditors and liabilities

The buyer buys the assets in the business. Debts remain due to be paid off by the seller (most likely from the proceeds). The buyer does not take them on. However, we provide for the seller to agree to pay them off promptly so that suppliers do not hesitate to supply the new owner.

Price apportionment

The price payable is on the mind of both parties. How it is apportioned between goods, goodwill, fixed assets, intellectual property and so on, may also be important to both of them. Your agreement covers apportionment so that you can keep your tax bill as low as possible. Timing of payment is not apportioned.

Cover all the angles at completion

In the excitement of the completion it is very easy even for professionals to forget something. Every contract provides a list of documents and other things to be exchanged at completion.

Competition by the seller and confidentiality about the deal

There are restraints against future direct competition by the seller in tough terms, cover for confidentiality of the terms of the deal itself and many other matters.

We believe our careful words will minimise the freedom of a seller to compete after the sale. If you are a seller, of course, you will want to edit these and other terms.

Transfer of website and other intellectual property

We have assumed that every business will use its website in ways we would expect. For example, a repair garage might not have a website at all, but if it does, it will not use its website for e-commerce.

Most businesses do or might use a website to a greater extent. For any business, its precious intellectual property rights are part of the sale to the buyer.

So much depends on warranties

The basic structure on any business purchase or sale agreement is based on warranties.

Warranties are promises made by the seller to the buyer. Over the years they have evolved into a system whereby each warranty stays in the same exact form as the buyer wants and is not edited. Instead, if the seller cannot make the promise, he qualifies its terms as part of a “disclosure letter”. This is fully explained in the notes to every document.

The warranties we provide give generous cover to the buyer. You will probably want to delete a few, but they are drawn to be appropriate for the particular type of transaction to which that document relates.

We have taken great care to draw the warranties in simple language so that both sides are absolutely clear about what is being warranted. We have included a large choice because it is easier for you to remove what you don’t need than to word new warranties yourself.

Some of these documents include up to 100 warranties covering a wide range of affairs, from tax and accounts to contracts, the real properties, employees, intellectual property, information technology and more.

Timing of the deal

The real life experience of our legal team is that it is more efficient by far, to complete the deal on the day the contract is signed than to sign it for completion and payment at a future date. The main problem with future completion is that an awful lot can change in the course of a few days.

The downside of same day completion is that transfers of some property simply cannot be arranged as the bank draft is handed over. This applies most obviously to transfers or real property, leases, domain names and sometimes licensed intellectual property. In these agreements we have covered these points as far as possible, but much of it is down to you to arrange for everything to come together when the cash is handed over and the agreement dated.

What property will be handed over at completion

The buyer will need to know what he will get when he hands over the bank draft or clicks away his cash.

The list includes software, hardware, customer information, stocks of goods, special information letters to suppliers and customers - and anything special to your business that you need to add here.

Other matters

Real property

A business has a location. It may be a private house or a series of buildings set on a 1000 hectare spread on an industrial park.

We have provided for the possibility of the seller also selling the commercial property used by the business. Where specified, the agreement is also an enforceable contract for sale of the property.

In other cases, a business will lease its property. We have provided for that too in a transfer of the leasehold interest. So unless we note otherwise, each document covers the commitment to complete the property transfer (when you will need a conveyancer) as well as a sale of the business.

Extensive notes to help you

We assume you will not often have sold your business, nor indeed have bought one. In these documents, the help notes are particularly detailed, running in most cases to half the length of the document and warranties combined. The notes include a full explanation of the TUPE regulations and of how warranties work and of how to deal with contracts for sale of property. As always with Net Lawman document notes, there is a short explanation and guidance on every paragraph.

In addition to the notes, we automatically send you a guide on how to deal generally with the editing and completion of a legal document.

Buying or selling less than the whole business

We have included in this section three other documents for slightly different circumstances. We describe them here.

Transfer into a company structure

When your business reaches a certain size, you may wish to transfer it to a limited company or an LLP. That usually means you are transferring all of the assets to that new “vehicle”. You may decide to keep back some assets in your own name so that you can sell them at a later date or license them (intellectual property assets) or lease them (plant, machinery, real property) to your new company. But whatever you decide your deal will be, you should use a binding legal document for the transaction.

You do not need a witness for this sort of agreement, but it may be a good idea to have one so that the date of the agreement cannot later be challenged. Otherwise you will just sign twice - once for yourself as seller and once as director of your acquiring company. We give full information about this in the “Guide to Editing Legal Documents” which we send to you when you buy your document.

You will need the document as evidence for certain people, for certain reasons:

  • your new company - to comply with the Companies Act 2006 by keeping minutes of the meeting authorising so important a transaction
  • HMR&C - for VAT changes
  • HMR&C - for calculating the income / corporation tax liability of you and the company
  • your bank - particularly if you are a borrower
  • you - to identify who owns important intellectual property - particularly if you kept any out of the transfer to your company

Purchase of assets only (including hive down)

This agreement is for buying or selling assets only, not the whole business as a “going concern”. You could be selling or buying plant, equipment, a customer list, vehicles, stocks, work in progress, software, insurance re-claimed goods, fire-damaged goods, or any other asset.

The only thing that you should not use this document to buy or sell is real property (land and buildings).

The key point about this agreement is that the seller gives no warranties. That makes this document suitable for a “hive-down” or any other sale by a liquidator or administrator or trustee in bankruptcy. However, the agreement is also suitable for any private sale where the seller will not give any warranty. The buyer gets what he sees with only enough help from the seller to enable him to acquire the goods.

Purchase of used plant or physical assets

This agreement is for a straight purchase of assets. The transaction is not a sale of business. It could cover any goods at all, but drawn particularly for bulk deals. It can be used by a buyer or a seller where the counter party may be any person, in any country.

Whatever the asset or parties, this agreement provides the protection to both sides with a set of fair terms. You can edit easily to suit your specific deal. By and large, you can set the terms you want. Our guidance notes will tell you what you can change safely, and what we don't advise changing.

Why choose Net Lawman

Immediate delivery of the document template by e-mail after checkout
DocX file format compatible with all popular PC & Mac word processing software. We can convert into other formats for you
Use of plain English makes our documents easy to edit and understand
Detailed guidance notes explain the purpose of each paragraph and how to edit
Review service available - a Net Lawman lawyer can check your edited document
Full money back guarantee if the document isn't right for you
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