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Business Sale Agreement

What is in a business sale agreement?

Whether you’re selling your business - in which case you’ll need an asset sale agreement, or selling shares in your company - in which case it will be a share purchase agreement (SPA), the basic format of the agreement is broadly identical although the detail varies considerably.

The structure of either an asset sale agreement or a share purchase agreement will be along the following lines:-

  • Definitions
  • Details of the deal – the purchase price, whether stock is included or additional, how the purchase price is paid and, for asset sale agreements, how the purchase price is broken down between the different parts of the business (goodwill, fixtures and fittings, contracts etc)
  • Conditions precedent – anything that has to be done before the contract can be performed
  • The warranties and any limitations to those warranties
  • The operative clauses dealing with other parts of the business, e.g.
    • transferring over contracts held by the business;
    • transferring over the employees;
    • dividing / apportioning pre-payments, deposits and book debts between the seller and the buyer

Download our Guide to Selling your Business here. 


Coronavirus: It is ‘Business As Usual’ at Lawson-West

We’ve made plans to continue to deliver the best service during the pandemic and we’re committed to helping clients over the coming weeks and months.

From time to time, we will be posting updates about our business operational response to the implications of the virus on our website and on our social media pages on Facebook, Twitter and LinkedIn.

For now, you can be assured that we are ‘Open for Business’ and here to help you with your legal needs. You can email your regular contact at Lawson-West and we will respond, alternatively, email or continue to browse our website at for more information about our services and how to contact us.

We are driven by our commitment to help others.
We are here. For you.

Lawson-West Directors

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