What is a business purchase agreement?
A business purchase agreement is a contract documenting the sale of a business, either through an asset sale or a share purchase, covering price, what is included, and each party's obligations.
Business & Startups
Business Purchase Agreement
Generate a business purchase agreement for an asset sale or share purchase of a UK business, covering price, warranties, and stamp duty terms.
- Create a business asset sale agreement
Generate a business purchase agreement for the sale of the business assets (including stock, equipment, and goodwill) of [Business Name] from [Seller Name] to [Buyer Name] for a purchase price of [Price], including apportionment across asset classes.
- Create a share purchase agreement
Generate a share purchase agreement for the purchase of 100% of the shares in [Company Name] by [Buyer Name] from [Seller Name] for [Purchase Price], including seller warranties about the company's financial position, completion conditions, and UK stamp duty responsibilities.
- Create a business sale agreement with TUPE employee transfer terms
Generate a business purchase agreement for the sale of [Business Name] that includes terms addressing the transfer of employees to the buyer under the Transfer of Undertakings (Protection of Employment) Regulations (TUPE).
Business Purchase Agreement Generator (UK)
A business purchase agreement is the contract documenting the sale of a business in the UK, structured either as an asset sale (transferring specific business assets, contracts, and goodwill) or a share purchase (transferring ownership of the company that owns the business), each with different tax, liability, and stamp duty implications. This free UK business purchase agreement generator produces agreements covering the purchase price, what is included (such as stock, equipment, IP, and customer contracts), employee transfer arrangements under TUPE, and seller warranties about the business's financial position and compliance. It is designed for UK small business buyers and sellers who need clear terms without a full-scale corporate law engagement, while flagging that share purchases attract Stamp Duty at 0.5% of the consideration, and that asset sales involving UK property may attract Stamp Duty Land Tax instead. The generator lets you specify the purchase price structure, apportionment across different asset classes, and warranties the seller provides about the business. Use it to document the transaction clearly and reduce the risk of disputes after completion.
Frequently asked questions
What is the difference between an asset sale and a share purchase in the UK?
An asset sale transfers specific assets and liabilities of the business, while a share purchase transfers ownership of the company itself, including all its assets, liabilities, and contracts.
Does stamp duty apply to a business sale in the UK?
Share purchases generally attract Stamp Duty at 0.5% of the consideration, while asset sales involving UK land or property may attract Stamp Duty Land Tax instead, calculated on the property element of the price.
What is TUPE and why does it matter in a business sale?
The Transfer of Undertakings (Protection of Employment) Regulations (TUPE) generally require employees assigned to a transferring business to transfer to the buyer on their existing terms in an asset sale, whereas in a share purchase employees continue employment with the same corporate employer without a TUPE transfer.
What warranties are common in a UK business sale?
Warranties about the accuracy of financial statements, that there is no undisclosed litigation, that assets are owned free of encumbrances, and that the business complies with relevant laws.
What is due diligence in a business purchase?
Due diligence is the buyer's investigation into the business's financials, contracts, compliance, and other risks before completing the purchase, and its findings often shape the warranties and price negotiated in the agreement.