Business Sale Agreements

Professionally drafted sale agreements from £599

Buying or selling a business is often the biggest transaction an owner will ever make. We draft business sale agreements that document exactly what's being sold, on what terms, and what each side is responsible for, so nothing is left to assumption.

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Are You Selling the Business, or Just Its Assets?

Most owners don't realise there are two very different ways to sell a business and the agreement you need depends entirely on which one you're doing.

In a share sale, the buyer purchases the company itself. Everything the company owns, and everything it owes transfers with it. This includes tangible assets, stock, contracts, debts, and liabilities. In an asset sale, the buyer purchases specific parts of the business: equipment, stock, premises, customer lists, goodwill. Anything not listed in the agreement stays behind with the seller.

This is an important distinction to make, get it wrong and:

  • A buyer can inherit debts and liabilities they never knew existed
  • A seller can remain on the hook for obligations they thought they'd sold
  • Key contracts, licences, or staff may not transfer the way either side assumed
  • The deal can unravel after money has already changed hands

A properly drafted business sale agreement removes that ambiguity before it becomes a dispute.

What is a Business Sale Agreement?

A business sale agreement is a legally binding contract between the buyer and seller of a business. It sets out exactly what is being sold, the price and how it will be paid, what each party promises about the state of the business, and what happens after completion. It is the document that both sides rely on if anything is disputed which is why it is so important to accurately communicate the terms of the deal.

Why Do You Need One?

A handshake, an email chain, or even signed heads of terms are not enough to protect either side of a business sale. A properly drafted agreement helps to:

  • Define precisely what is and isn't included in the sale
  • Set out the price, payment terms, and any deferred or staged payments
  • Protect the buyer from hidden debts, disputes, or problems in the business
  • Protect the seller from ongoing liability once they've handed over the keys
  • Deal with what happens to employees when the business changes hands
  • Prevent the seller from setting up in competition the following month
  • Provide a clear process for completion and handover

What Should It Include?

Every sale is different, but a well-drafted business sale agreement typically covers:

  • Sale structure, whether it's a share sale or an asset sale, and exactly what transfers
  • Purchase price and payment terms, including deposits, staged payments, or deferred consideration
  • Assets and liabilities, an itemised account of what's included and what's excluded
  • Warranties and the seller's promises about the state of the business, its accounts, and its obligations
  • How staff are affected by the sale and each party's obligations to them
  • Restrictive covenants preventing the seller from competing, or poaching staff and customers, after the sale
  • Completion conditions that must be met, and the practical steps for transferring the business

Benefits of seeking professional advice

Professional drafting protects the value of the deal for both sides before and after completion.

  • Tailored to your deal

    No two business sales are the same. The right agreement depends on what's being sold, how it's being paid for, and what each side needs to walk away with. We draft around your actual transaction .

  • Clarity and Risk Management

    Precise drafting means that both sides know exactly what they're promising, the terms of the exchange and exactly what they're protected against

  • Protected After Completion

    Clear post-completion terms, handover obligations, non-compete restrictions, and liability cut-offs mean the seller can move on cleanly and the buyer gets the business they actually paid for.