Business sale agreement: restaurant; pub or bar, Business sale agreement: café or sandwich shop, Business sale agreement: takeaway food retailer, Sale agreement: trading or retail business, Business transfer agreement: incorporation of a sole trader or partnership to a company, Business sale agreement: professional service provider, Business sale agreement: Internet-based services provider, Business sale agreement: Internet-based services provider; home based, Sale agreement: home based trading business, Business sale agreement: motor repair garage or service station, Business sale agreement: sports coach or personal trainer, Sale agreement: building & construction business, a lot of water passes under the bridge before you reach completion, a contract for the sale of freehold property and a draft transfer of leasehold property, an option for the buyer to pay in part in the shares of his company, provisions to transfer pub premises and employees to the acquirer, 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, 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, strong warranties on assets, to make sure that the buyer obtains functioning plant and equipment, transfer of intangible assets including any website, sale of any freehold property, and transfer of leasehold property, 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, 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, reflexology, acupuncture, aromatherapy, hypnotherapy and other complementary therapies, does not cover additional retail of goods (for example, goods to complement the service), assumes no employees are to be transferred with the sale, a installer of conservatories, swimming pools, or kitchens and bathrooms, a renovator of rented residential properties, a company specialising in building extensions, 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, intellectual property such as a customer list or copyright, 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. But if you are the seller, you will have a great advantage if you buy one of these documents, pull out its sharp teeth and offer it to your buyer. Pre-deal, the team assists in the identification and articulation of value issues related to pricing and deal completion mechanics, to assist clients in their SPA negotiations; Post-deal the team assists clients in protecting or generating value through the execution of any SPA completion mechanism. Sale and purchase agreement (SPA) Sometimes through design, but more often through unintended ambiguity, the original deal agreed between buyer and seller may not be properly translated into the financial provisions of the Sale and Purchase Agreement (SPA). This agreement is for a straight purchase of assets. 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. 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. Download Attorney Prepared Version Can't find the document you are looking for? But whatever you decide your deal will be, you should use a binding legal document for the transaction. document, Full money back guarantee if the document isn't right for you. Please see www.pwc.com/structure for further details. These agreements are intended to give protection to the buyer of a business. This is a comprehensive agreement for the purchase and sale of any type of business. It is also known as an Asset Sale Agreement or a Liquidation or Administration Asset Sale Agreement. In deciding which business purchase agreements to offer, we have considered first, the structure of the deal. It includes provision for transfer of leasehold premises. 2.2 Value Added Tax The Purchase Price and any other amount payable by the Buyer for any supply made by the The contract, (sometimes referred to as an agreement), is the legal contract between the buyer and seller for the purchase/sale of the property. You are seeking to position the SPA to your advantage and to minimise the opposing party's potential to manipulate price. The main problem with future completion is that an awful lot can change in the course of a few days. It is the master version on which our other documents are based. Each agreement is very fully explained, particularly the concept of warranties. This is a simpler version of our agreement to buy an Internet-based services provider, that do not have premises. We offer documents for different structures. Sale and purchase agreement (SPA) In any transaction, the Sale and Purchase Agreement (SPA) represents the outcome of key commercial and pricing negotiations. The buyer will need to know what he will get when he hands over the bank draft or clicks away his cash. The team is at the leading edge of current market developments in the constantly evolving SPA arena. Goods supplied on hire purchase, or under credit or conditional sale agreements, are generally treated in the same way as an outright sale where title passes at the outset. Share purchase agreement—pro-seller—short form This Precedent is a short form share purchase agreement (SPA), for use where the drafter is acting for the seller in a transaction with a single corporate seller and where there are no conditions to completion (simultaneous exchange and completion). It is suitable whether the customers are B2C or B2B. We can assist you and your advisers in considering the adjustments to be made between Enterprise Value and Equity Value and in formulating the arguments and counter-arguments required to justify your proposed approach, We can advise you in your determination of the appropriate financial benchmarks (or appropriate adjustments to price in the case of a 'locked box' (fixed price) mechanism) and related arguments, for the purposes of price negotiation and drafting the SPA, We can advise you in your analysis of the working capital requirements of the Business with a view to you determining the normalised working capital for the purposes of your negotiation of the SPA, We can work with you and your financial due diligence team to assist you in mitigating the risks identified during the due diligence phase, We can advise you in your negotiations of the accounting aspects of the SPA. It can be used by a buyer or a seller where the counter party may be any person, in any country. It contains the terms of the contract, such as the price, the completion date, the amount of deposit paid etc. 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. We have taken great care to draw the warranties in simple language so that both sides are absolutely clear about what is being warranted. PPA1/LA1-16pp.indd 3A1/LA1-16pp.indd 3 … This free Sale of Goods Agreement for the United Kingdom can be used by a buyer and seller when buying and selling certain goods. Definitions & Interpretation 2. Have supplied all spare keys, service manuals and radio/transponder codes. We have provided versions edited to suit the most common business transfers. You can edit easily to suit your specific 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. © 2000 - 2020 Net Lawman Limited. It also includes provisions to transfer employees and other contracts such as those with suppliers. Whoever they are, a buyer should insist on a guarantor. The ownership may be vested in one or more individuals, or in a company. This is a sale agreement for a small construction or property renovation business. 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. The buyer wants to know everything and the seller still wants to avoid reducing his price. This is a straightforward Sale and Purchase Agreement that can be used in a variety of circumstances. Both the Seller and the Purchaser will make all reasonable efforts to ensure that this Agreement conforms to … Purchase and Sale Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP. In any transaction, the Sale and Purchase Agreement (SPA) represents the outcome of key commercial and pricing negotiations. Purchasers and Sellers are becoming increasingly sophisticated in seeking to exploit the potential value to be gained through the negotiation and execution of the SPA. As always with Net Lawman document notes, there is a short explanation and guidance on every paragraph. The contract contains details about: 1. the sale price 2. the property boundaries 3. which fixtures and fittings (like carpets and kitchen units) are included 4. any legal restrictions or rights, like public footpaths or rules about using the property 5. any planning restrictions 6. services to the property, like drainage and gas 7. when the sale will complete If the seller has hired a solicitor or conveyancer, they will: 1. draft the initial contract 2. answe… 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. where a business owner is closing a business, your new company - to comply with the Companies Act 2006 by keeping minutes of the meeting authorising so important a transaction, 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. However, the agreement is also suitable for any private sale where the seller will not give any warranty. Business Sale Agreement This business sale agreement is entered into between [Seller.FirstName] [Seller.LastName] (Seller) and [Buyer.FirstName] [Buyer.LastName] (Buyer) furthermore known as “The Parties” on this day of [Agreement.CreatedDate]. We have included in this section three other documents for slightly different circumstances. A Business Purchase Agreement also referred to as a Business Transfer Agreement or an Offer of Business Agreement, is the certain agreement that is entered into between a purchaser and seller for rights to the business. full functionality of this site it is necessary to enable JavaScript. Otherwise you will just sign twice - once for yourself as seller and once as director of your acquiring company. 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. 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. In the excitement of the completion it is very easy even for professionals to forget something. Many second hand ship sales are negotiated through sale and purchase brokers (widely known as 'S&P' brokers) on behalf of their principals. Consideration 4. In these cases, each of the shareholders will need to enter into the sale and purchase agreement to sell their shares. Property disputes and litigation. It is not suitable for the sale of a house-builder. When your business reaches a certain size, you may wish to transfer it to a limited company or an LLP. The warranties we provide give generous cover to the buyer. It is suitable for the purchase of one or more outlets, and where the transaction is of any value. Each of these document templates provides you with a complete sale agreement. Use this agreement to buy or sell second hand plant, machinery or equipment. Examples might be: a blog that generates income from advertising; or an affiliate site. We have assumed that every business will use its website in ways we would expect. Introduction. However, without additional editing, the balance favours the buyer. Limitation on Claims 8. Share Sale and Purchase Agreements Share Sale Agreements are applied when the shares of a company are being sold rather than the business/assets of the company. Our clients are based both in the UK and abroad and include foreign nationals investing in UK property as well as non-domiciled clients. 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. Additional production services such as finishing and packaging could also be provided by the manufacturer. 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. PwC refers to the PwC network and/or one or more of its member firms, each of which is a separate legal entity. The transaction is not a sale of business. It may be a private house or a series of buildings set on a 1000 hectare spread on an industrial park. Conditions 5. 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. A business has a location. 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. Governing Law and Jurisdiction This is an agreement to buy a website that is complete, but not yet trading. 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. The seller is responsible for drawing up a legal contract to transfer ownership. A Purchase of Business Agreement is a binding contract with rights and obligations for each party.The terms and conditions of a Purchase of Business Agreement will take priority over the terms and conditions contained in any prior Letter of Intent. Confidential information 9. 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. Use this short document to buy a home-based business that sells goods, or goods and services online. We assume you will not often have sold your business, nor indeed have bought one. We describe them here. For This is a short form basic agreement which includes the following clauses: 1. By and large, you can set the terms you want. 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. Timing of payment is not apportioned. 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. Most businesses do or might use a website to a greater extent. Purchasers and Sellers are becoming increasingly sophisticated in seeking to exploit the potential value to be gained through the negotiation and execution of the SPA. We give full information about this in the “Guide to Editing Legal Documents” which we send to you when you buy your document. Should the Purchaser fail to pay the balance within one week of the date of deposit, the Seller has the right to terminate this Agreement whereupon the Purchaser shall forfeit the deposit paid. Non-Competition 10. 2 Sale and Purchase 2.1 Agreement to Sell The Seller agrees to sell and the Buyer agrees to purchase the Property on the Completion Date at the Purchase Price on the terms set out in this Agreement. Debts remain due to be paid off by the seller (most likely from the proceeds). This is an agreement to buy a business of any size that provides professional or personal services. Your agreement covers apportionment so that you can keep your tax bill as low as possible. The parties could be companies or individuals. This document is suitable for the purchase of a pub, restaurant or entertainment business such as a nightclub. In these documents, the help notes are particularly detailed, running in most cases to half the length of the document and warranties combined. The SPA records the terms by which the buyer agrees to purchase from the seller(s) shares in the capital of the target (sale shares): either the entire share capital of the target or a partial share sale. Try searching across our entire legal document library, Immediate delivery of the document template by e-mail after checkout, DocX file format compatible with all popular PC & Mac word processing 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. The services could be of any type. It assumes that neither premises nor employees will be transferred with the sale. If you are a seller, of course, you will want to edit these and other terms. This agreement details the terms and conditions of the sale and purchase of the shares. Disclaimer:This was not drafted by an attorney & should not be used as a legal document. Practical Law Corporate with thanks to David Day and Simon Howley, CMS Cameron McKenna Nabarro Olswang for their comments. We have provided for the possibility of the seller also selling the commercial property used by the business. The key point about this agreement is that the seller gives no warranties. It could cover any goods at all, but drawn particularly for bulk deals. The contract describes the goods, the price and other terms. All rights reserved. The basic structure on any business purchase or sale agreement is based on warranties. 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. Use this contract to buy or sell a business that provides a face-to-face service to consumers. This agreement is suitable for buying or selling a business with one or more outlets that sell food not consumed on the premises. It is the master version on which our other documents are based. We believe our careful words will minimise the freedom of a seller to compete after the sale. The Seller and the Purchaser agree that the purchase and sale of the Seller is a transfer of the Seller as a going concern and should therefore not be considered as a supply of goods and services for the purposes of VAT according to Value Added Tax (Special Provisions) Order 1995 ("Article 5"). That usually means you are transferring all of the assets to that new “vehicle”. Miscellaneous 11. Use this simple agreement to buy a food retail business where food is consumed on the premises. The type of goods produced is not important within the document. A sales agreement is a contract under which the ownership and possession of a material purchase or entitlement to a property, is transferred from the seller to the buyer in … The only thing that you should not use this document to buy or sell is real property (land and buildings). This document is suitable where the transaction involves: transfer from a sole trader or partnership to a company owned by the same people. The agreements are suitable for either a buyer or a seller to present to the other side as a deal. 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. Our dedicated SPA team provides expert support at all stages of … This is for a one-off sale where seller is off-loading surplus assets and will give only limited warranties. Our Clients. That makes this document suitable for a “hive-down” or any other sale by a liquidator or administrator or trustee in bankruptcy. © 2015 - Thu Dec 10 15:15:17 UTC 2020 PwC. Warranties are promises made by the seller to the buyer. The document predominantly covers the transfer of assets into the company. software. The reason for the sale is not relevant. As far as possible, the documents protect both sides. 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. 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. We have acted since 1963 for many private individuals and companies, businesses and charities. However, we provide for the seller to agree to pay them off promptly so that suppliers do not hesitate to supply the new owner. These documents are suitable for a transaction which transfers the whole of any business. This document is suitable for the purchase of a business that delivers a service via the Internet, either B2C or B2B. For any business, its precious intellectual property rights are part of the sale to the buyer. The buyer gets what he sees with only enough help from the seller to enable him to acquire the goods. instructions how to enable JavaScript in your web browser. It sets out all the details, terms and conditions of the sale — this includes things such as the price, any chattels being sold with the property, whether the buyer needs to sell another property first and the settlement date. This Agreement should be used for complex sales transactions, if you require a simple contract for the sale of goods please see our Contract for the Sale of Goods.. Consequently, the purchaser is essentially taking over the company from the seller. The company whose shares are bought and sold could be in any industry. You are contemplating the disposal of a business and wish to consider the relative merits of 'locked box' and other completion mechanisms in the context of your transaction, You are making a disposal and wish to guard against price erosion by potential acquirers, both through the determination of consideration to be paid and through any post completion mechanism, You are making an acquisition and wish to ensure that potential 'debt-like' items and other financial risks have been identified and appropriately addressed, either by way of a reduction in consideration, through a completion pricing mechanism within the SPA, or through warranties and indemnities. The provisions we make are common to most, but the ways they are applied are different for each document. An agreement for the sale and purchase of any manufacturing business. 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 This Practice Note provides an overview of the agreement for the sale and purchase of shares in a private limited company (target): the share purchase agreement (SPA). The purchase price is paid in cash (rather than shares in the buyer company). The seller and the … An asset purchase agreement, the key agreement documenting the sale and purchase of a business. Whether you are selling a business and want to achieve a clean exit at a predictable price or buying a business and want appropriate remedies in place if the target’s financial position is not as expected the financial terms of the sale and purchase agreement are of critical importance. Where specified, the agreement is also an enforceable contract for sale of the property. Edit to the exact terms you want, have both sides sign it (no witness necessary), date it - and you have a deal. The buyer does not take them on. This is an agreement for the sale of a majority or a minority shareholding in a private company. Examples of businesses that could be sold using this agreement include those offering: There are provisions for transfer of a simple website and for VAT. Memorandum of Agreement. The essence of this agreement is that seller gives no warranties so the buyer has little protection. For further detail on these, see Practice Note: Superyacht finance—sale and purchase of superyachts. Warranties 7. These agreements include a very large menu of warranties so that you can get the answers to even your most searching questions. It covers transfer of stock, leases, and any website, and provides a full menu of warranties. It is for use when an existing business incorporates to take advantage of a limited company structure. The Seller agrees to sell and the Purchaser agrees to purchase all the rights, title, interest, and property of the Seller in the Shares for an aggregate purchase price of £__________ (the "Purchase Price"). It is much simpler version, since the owners of the acquiring company do not need warranties or provision for a guarantor. What he sees is what he gets. A sale and purchase agreement is a legally binding contract between you and the seller. The transaction being contemplated includes a post completion pricing mechanism. The document is not the sale of a business as a going concern but of assets in a "break-up" situation. It includes: a contract for the sale of freehold property and a draft transfer of leasehold property; an option for the buyer to pay in part in the shares of his company; a menu of 80 relevant warranties edit, Review service available - a Net Lawman lawyer can check your edited How it is apportioned between goods, goodwill, fixed assets, intellectual property and so on, may also be important to both of them. The buyer buys the assets in the business. Few people buy or sell a business often. A copy of the Licence Agreement setting out the full terms under which the Caravan will be sited together with the Park Rules is attached to this agreement. Examples include: legal services, accounting, surveying. as well as any conditions to which it is subject. 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. Our dedicated SPA team provides expert support at all stages of a transaction from pre-deal work through to post-completion support. Instead, if the seller cannot make the promise, he qualifies its terms as part of a “disclosure letter”. The downside of same day completion is that transfers of some property simply cannot be arranged as the bank draft is handed over. In the simplest form of a sale where a company being sold is wholly owned by a single person or parent company and is being bought by a single buyer, there are only two parties to the agreement. However, additional parties may be involved when, for example, there are multiple shareholders in the company being sold. This is particularly important when he buys from a company - which might cease to exist the day after he has bought its business. 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. This is fully explained in the notes to every document. Every contract provides a list of documents and other things to be exchanged at completion. This Purchase Agreement is subject to the terms and conditions printed overleaf. Examples include: an online advertising management platform; a subscribe-to-access news website; a property search portal; and an online gaming site. We have provided for that too in a transfer of the leasehold interest. We do not list every provision - just the ones you may want be sure you have. The document includes provision for transfer of leasehold premises, and a large menu of related warranties. For the provisions to be inserted into the property schedule, see Standard document, Property schedule: asset purchase agreement. Completion 6. If you are buying the shares in a company and not the business, you will need one of our company purchase agreements. You will need the document as evidence for certain people, for certain reasons: This agreement is for buying or selling assets only, not the whole business as a “going concern”. Such advice would include commentary on the pricing mechanism, relevant representations and warranties (if any), any other accounting related clauses of the SPA and any dispute resolution mechanisms related to the purchase price adjustment (including as appropriate, consideration of tax related items), The SPA team has provided practical, commercial advice to clients in respect of over 200 SPAs in the last year, The team combines the skill sets of financial due diligence, forensic accounting and tax advisory. 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. Upon payment of the balance, the Seller shall provide the Purchaser with a dated receipt for payment and hand over the Horse's passport to the Purchaser. The price payable is on the mind of both parties. Cover any goods at all, but the ways they are applied are different for each.. Stages of a business of any value most, but the ways they are, a lot of passes! Outlets, and a large menu of related warranties support at all stages a! Simon Howley, CMS Cameron McKenna Nabarro Olswang for their comments a website that is complete but. Buyer gets what he will get when he hands over the company being sold you and seller... What is being warranted `` break-up '' situation stock, leases, and any website, and any website and... Network and/or one or more individuals, or in a private company buildings.! Paid off by the seller ( sale and purchase agreement uk likely from the seller gives no warranties food is consumed on the of. 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