Impact-Site-Verification: 59dd913e-d960-427c-8346-c2264d98dcae

Included with LeaseCraft Annual · Preview free

Purchase of Business Agreement

Create a purchase of business agreement for buying a small business's assets, with price, deposit, closing, representations and transition. Preview first.

Start your Purchase of Business Agreement Browse documents
Guided questions Preview before you download PDF and editable Word (DOCX)

What this document does

An asset purchase agreement for a small business. It records the business, the assets bought and kept, the liabilities the buyer takes on, the price, deposit, optional seller financing and inventory adjustment, the price allocation, closing and closing deliveries, each side's representations, closing conditions, transition help, an optional seller non-competition covenant, indemnification, and taxes and transfer requirements. Both parties sign.

What it covers

  • Parties
  • The Business and the Purchased Assets
  • Purchase Price
  • Closing
  • Representations
  • After Closing
  • Indemnification
  • Additional Terms
  • General Provisions

A template you fill in yourself from your own answers. LeaseCraft is not a law firm and does not give legal advice; for advice about your situation, talk to a lawyer.

How it works

1

Answer the questions

Plain-language questions about the people, dates and terms.

2

Preview it free

Read the document built from your answers and change anything before you download.

3

Download PDF and Word

Included with LeaseCraft Annual ($19.99/year).

Questions about the Purchase of Business Agreement

The business and the assets being bought, what the seller keeps, which debts (if any) the buyer takes over, the price, deposit and any seller financing, how the price is allocated among the assets, the closing and what each side hands over, each side's representations, the conditions to closing, transition help from the seller, an optional seller non-competition promise, indemnification, and taxes. Both sides sign it.

It is an asset purchase, the most common way small businesses are sold: the buyer buys the business's equipment, inventory, name, customer lists, goodwill and other assets, and the seller generally keeps its debts. Buying the ownership interests of a company, such as its stock or membership interests, is a different structure with different documents, and this agreement does not cover it.

The buyer and seller agree how the price is divided among the categories of assets, either in the agreement or in writing before closing, and both report the sale consistently for tax purposes. The allocation can affect each side's taxes, so each side should get its own tax advice.

You can include an optional promise that the seller will not compete in the business's line of work within a defined area for one to five years. Promises made by the seller of a business are often treated differently from employee non-competes, but the rules vary by place, so the agreement applies the promise only to the extent permitted by applicable law and allows a court to narrow it rather than strike it.

Depending on where the business is located, the law may require notices to creditors, a tax clearance, or other filings when a business is sold. The agreement commits both sides to comply with any such requirement. Check with the tax authority where the business operates before closing.

Create your Purchase of Business Agreement

Answer the questions, then preview the finished document before you download it.

Start now
Draft saved
Home
Create
States