Asset Sale Agreement for the United Kingdom

Asset Sale Agreement Template for England and Wales

An Asset Sale Agreement is a legally binding contract governed by English and Welsh law that facilitates the transfer of specific assets from one party to another. It details the assets being sold, purchase price, payment terms, warranties, and completion mechanics. The agreement provides legal protection for both parties and ensures clear title transfer of the assets, while complying with relevant UK legislation including the Sale of Goods Act 1979 and Companies Act 2006.

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What is a Asset Sale Agreement?

The Asset Sale Agreement is utilized when a business wishes to sell specific assets rather than the entire company. This agreement, governed by English and Welsh law, provides a comprehensive framework for asset transfers, including detailed descriptions of the assets, purchase price, payment terms, warranties, and indemnities. It's particularly useful for transactions where selective assets are being sold, allowing businesses to retain certain operations while divesting others. The agreement ensures compliance with UK legislation and provides certainty and protection for both parties in the transaction.

What sections should be included in a Asset Sale Agreement?

1. Parties: Identification and details of buyer and seller

2. Background: Context of the transaction and brief description of assets

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including price and payment

5. Completion: Timing and mechanics of completion

6. Warranties: Seller's warranties regarding assets

7. Limitations on Claims: Restrictions on warranty claims

What sections are optional to include in a Asset Sale Agreement?

1. Employee Provisions: Used when employees are transferring with assets

2. Intellectual Property: Required when IP assets are included

3. Property: Include when real estate assets are involved

4. Data Protection: Required when personal data is being transferred

What schedules should be included in a Asset Sale Agreement?

1. Asset Schedule: Detailed list of assets being transferred

2. Properties: Details of any real estate included

3. Employees: List of transferring employees

4. Intellectual Property: Schedule of IP rights

5. Contracts: List of contracts being transferred

6. Completion Obligations: Detailed steps for completion

Authors

Alex Denne

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

Jurisdiction

England and Wales

Publisher

Genie AI

Document Type

Contract to Sell

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Sale of Goods Act 1979: Primary legislation governing transfer of title, warranties and conditions, passing of risk, and delivery obligations in goods sales

Supply of Goods and Services Act 1982: Covers quality standards, fitness for purpose, and service elements of the transaction

Companies Act 2006: Regulates corporate authority to sell, board approvals, and related filing requirements

Transfer of Undertakings (Protection of Employment) Regulations 2006: Protects employees' rights when business assets are transferred (TUPE regulations)

Value Added Tax Act 1994: Governs VAT implications of the sale and going concern provisions

Capital Allowances Act 2001: Determines tax treatment of asset transfers

Contracts (Rights of Third Parties) Act 1999: Regulates third party rights in contractual arrangements

Limitation Act 1980: Sets time limits for bringing legal claims relating to the contract

Data Protection Act 2018: Governs handling of personal data in asset transfers where applicable

Competition Act 1998: Regulates competition aspects of asset sales with significant market impact

Enterprise Act 2002: Additional competition and insolvency provisions affecting asset sales

Property Law Act 1925: Governs real estate aspects if property assets are involved in the sale

Financial Conduct Authority Regulations: Regulatory requirements for sale of financial assets or regulated businesses

Environmental Regulations: Environmental protection requirements affecting asset transfers where applicable

Health and Safety Regulations: Health and safety requirements that may affect asset transfers and ongoing operations

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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