Contract For Sale Of Business Assets for New Zealand

Contract For Sale Of Business Assets Template for New Zealand

A comprehensive legal agreement governed by New Zealand law that facilitates the transfer of business assets from a vendor to a purchaser. This document outlines the terms and conditions of the sale, including asset identification, purchase price, payment terms, warranties, and completion requirements. It incorporates relevant provisions from New Zealand legislation, including the Contract and Commercial Law Act 2017, Fair Trading Act 1986, and GST Act 1985, ensuring compliance with local regulatory requirements while protecting both parties' interests throughout the transaction process.

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What is a Contract For Sale Of Business Assets?

The Contract For Sale Of Business Assets is a crucial legal document used in New Zealand business transactions when a business owner wishes to sell specific assets of their business rather than shares in the company. This agreement is essential for transactions where selected business assets are being transferred while excluding certain liabilities or assets that will remain with the vendor. It provides a detailed framework for the sale process, including asset identification, valuation, warranties, and completion procedures. The document ensures compliance with New Zealand commercial law, tax regulations, and industry-specific requirements, while addressing key aspects such as GST treatment, employee transfers, and intellectual property rights. It's particularly important for protecting both parties' interests and ensuring a clear understanding of what is included and excluded from the sale.

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

1. Parties: Identifies and provides full legal details of the vendor and purchaser

2. Background: Outlines the context of the sale, including brief description of the business and purpose of the agreement

3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules

4. Sale and Purchase: Core agreement to sell and purchase the assets, including confirmation of what is included/excluded

5. Purchase Price: States the total purchase price, payment terms, deposit requirements, and adjustment mechanisms

6. Conditions Precedent: Lists conditions that must be satisfied before completion can occur

7. Due Diligence: Outlines the due diligence process, timeframes, and access rights

8. Pre-completion Obligations: Details obligations of both parties between signing and completion

9. Completion: Specifies completion date, location, and requirements for completion

10. Vendor Warranties: Lists warranties given by the vendor regarding the business and assets

11. Purchaser Warranties: Contains warranties given by the purchaser

12. Restraint of Trade: Sets out non-compete and non-solicitation obligations

13. Confidentiality: Governs treatment of confidential information

14. GST: Addresses GST treatment of the transaction

15. General Provisions: Contains standard boilerplate clauses including notices, governing law, etc

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

1. Employee Matters: Required when employees are being transferred - covers employee transfer arrangements and related obligations

2. Intellectual Property: Needed when significant IP assets are included in the sale

3. Property Lease Assignment: Required when business premises lease is being assigned

4. Stock: Required when trading stock is included in the sale - covers stock-take and valuation procedures

5. Earn-out Provisions: Used when part of purchase price is contingent on future performance

6. Third Party Consents: Required when material contracts or licenses require third party consent for transfer

7. Transition Services: Needed when vendor will provide post-completion transition assistance

8. Environmental Matters: Required for businesses with environmental compliance obligations

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

1. Schedule 1 - Assets: Detailed list of all assets included in the sale

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale

3. Schedule 3 - Contracts: List of business contracts being assigned or novated

4. Schedule 4 - Intellectual Property: Details of all IP rights included in the sale

5. Schedule 5 - Employee Information: List of transferring employees and their employment terms

6. Schedule 6 - Lease Details: Details of any leases being transferred

7. Schedule 7 - Vendor Warranties: Detailed warranties given by the vendor

8. Schedule 8 - Completion Requirements: Detailed list of documents and actions required at completion

9. Appendix A - Form of Stock Transfer: Template for stock transfer documentation

10. Appendix B - Deed of Assignment: Template for assignment of contracts or leases

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

New Zealand

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Retail

Manufacturing

Hospitality

Professional Services

Technology

Healthcare

Construction

Transport and Logistics

Agriculture

Education

Real Estate

Food and Beverage

Automotive

Entertainment

Wholesale Trade

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Operations

Risk and Compliance

Commercial

Business Development

Mergers & Acquisitions

Treasury

Tax

Relevant Roles

Business Owner

Chief Executive Officer

Chief Financial Officer

Commercial Director

Business Development Manager

Corporate Lawyer

Legal Counsel

Finance Director

Managing Director

Operations Manager

Company Secretary

Mergers & Acquisitions Manager

Business Broker

Commercial Manager

Risk Manager

Compliance Officer

Industries
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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