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Contract For Sale Of Business for the United Kingdom

Contract For Sale Of Business Template for England and Wales

A comprehensive legal agreement governed by the laws of England and Wales that documents the sale and purchase of a business, whether through asset or share sale. The agreement covers all aspects of the transaction including the transfer of assets, employees, intellectual property, and liabilities, along with warranties and indemnities provided by the seller. It includes provisions for completion mechanics, post-completion obligations, and various protective measures for both parties.

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Contract For Sale Of Business

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What is a Contract For Sale Of Business?

The Contract For Sale Of Business is a crucial document used when transferring ownership of a business under English and Welsh law. It's essential for both asset sales and share sales, providing a detailed framework for the transaction and protecting both parties' interests. This agreement typically includes comprehensive provisions about the business being sold, purchase price, payment terms, warranties, indemnities, and completion mechanics. It's particularly important as it creates legally binding obligations and must comply with various regulatory requirements including TUPE, competition law, and corporate legislation.

What sections should be included in a Contract For Sale Of Business?

1. Parties: Identification of seller and buyer entities including full legal names, registration numbers, and registered addresses

2. Background: Context of the sale, brief description of the business, and purpose of the agreement

3. Definitions: Comprehensive list of defined terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including assets being sold, purchase price, and payment terms

5. Completion: Timing, location, and mechanics of completion including conditions precedent

6. Warranties: Seller's warranties regarding the business, assets, liabilities, and operations

7. Indemnities: Specific indemnities provided by seller for identified risks or liabilities

What sections are optional to include in a Contract For Sale Of Business?

1. Employee Matters: TUPE provisions, employee transfer arrangements, and related consultations

2. Property: Property transfer or assignment provisions, including lease arrangements

3. Intellectual Property: IP transfer provisions, assignments, and licenses

4. Non-competition: Restrictions on seller's future activities and protection of business goodwill

What schedules should be included in a Contract For Sale Of Business?

1. Schedule of Business Assets: Detailed inventory of all tangible and intangible assets being transferred

2. Schedule of Properties: Details of any real estate included in the sale including leasehold and freehold properties

3. Schedule of Employees: List of transferring employees, their terms of employment, and benefits

4. Schedule of Intellectual Property: Comprehensive list of IP rights being transferred including registrations and applications

5. Schedule of Contracts: List of key contracts being assigned or novated as part of the sale

6. Schedule of Warranties: Detailed business warranties categorized by subject matter

7. Schedule of Completion Requirements: Detailed list of completion deliverables and obligations for both parties

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Ƶ

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions











































Clauses




































Industries

Companies Act 2006: Primary legislation governing company structures, share transfers, and director duties. Key for regulating the fundamental aspects of business transfer and corporate compliance.

Sale of Goods Act 1979: Regulates the transfer of goods and inventory as part of the business sale, including provisions for quality and fitness for purpose.

Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE): Protects employee rights during business transfers, governs the transfer of employment contracts, and sets consultation requirements.

Value Added Tax Act 1994: Addresses VAT implications of business transfers and determines whether the transfer qualifies as a Transfer of Going Concern (TOGC).

Financial Services and Markets Act 2000: Relevant for businesses involving regulated activities, determining necessary regulatory approvals for the transfer.

Data Protection Act 2018 and UK GDPR: Governs the transfer of customer and employee data, ensuring compliance with data protection obligations during business transfer.

Property Law Act 1925: Regulates property transfers and lease assignments if the business includes real estate assets.

Competition Act 1998: Addresses merger control considerations and ensures competition law compliance in business transfers.

Pension Schemes Act 1993: Covers the transfer of pension obligations and protects employee pension rights during business transfers.

Intellectual Property Laws Bundle: Includes Copyright, Designs and Patents Act 1988 and Trade Marks Act 1994, governing the transfer of intellectual property rights.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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