Business Sell Agreement Template for England and Wales

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Key Requirements PROMPT example:

Business Sell Agreement

I need a Business Sale Agreement for selling my small retail company (valued at £2.5M) to a larger corporate buyer, including transfer of 15 employees and lease assignment for two store locations, with completion planned for March 2025.

Document background
The Business Sale Agreement is a comprehensive legal document used when transferring ownership of a business in England and Wales. This agreement is essential for both asset sales and share transfers, detailing everything from purchase price to warranties and indemnities. It ensures compliance with UK legislation including the Companies Act 2006, TUPE regulations, and relevant tax laws. The document typically includes schedules covering assets, employees, properties, and warranties, providing protection for both buyer and seller throughout the transaction process.
Suggested Sections

1. Parties: Details of the seller and buyer, including registered addresses and company numbers

2. Background: Context of the sale and brief description of the business being sold

3. Definitions: Key terms used throughout the agreement

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

5. Completion: Details of when and how the sale will complete

6. Warranties: Seller's assurances about the business

7. Indemnities: Protection against specific identified risks

Optional Sections

1. Employee Provisions: Required when employees are transferring as part of the sale, including TUPE provisions and employee-related warranties

2. Property Transfer: Details of property transfer arrangements when real estate is included in the sale

3. Intellectual Property: Transfer of IP rights and related provisions when significant IP assets are involved in the sale

Suggested Schedules

1. Schedule 1: The Business: Detailed description of assets, contracts, and elements included in the sale

2. Schedule 2: Properties: List and details of any properties included in the sale

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

4. Schedule 4: Warranties: Detailed warranties given by the seller

5. Schedule 5: Completion Obligations: List of actions required at 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

Clauses
Industries

Companies Act 2006: Primary legislation governing corporate transactions, including share transfer provisions, corporate authority requirements, and filing obligations for business sales

Sale of Goods Act 1979: Regulates the transfer of business assets as part of the sale, defining rights and obligations regarding the transfer of goods and assets

Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE): Protects employees' rights during business transfers, ensuring continuation of employment terms and conditions

Employment Rights Act 1996: Defines fundamental employment rights and obligations that must be considered when transferring employees as part of the business sale

Value Added Tax Act 1994: Governs VAT implications of the business sale, including treatment of assets and transfer of going concern provisions

Data Protection Act 2018 and UK GDPR: Regulates the transfer of personal data, including customer and employee information, during business sales

Competition Act 1998: Controls merger and acquisition activities, particularly relevant for larger business sales that might affect market competition

Pensions Act 2004: Governs the transfer and protection of pension schemes and obligations in business sales

Property Law Act 1925: Regulates the transfer of real property assets when included in the business sale

Finance Act: Determines tax implications and obligations arising from the business sale, including capital gains and stamp duty considerations

FCA Regulations: Financial Conduct Authority regulations applicable to regulated businesses or financial services companies

Industry-Specific Regulations: Sector-specific regulatory requirements that must be considered depending on the nature of the business being sold

Competition and Markets Authority Requirements: Additional regulatory oversight for larger transactions that may require CMA approval or investigation

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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