Sale Of Business As A Going Concern Agreement Template - England and Wales

Sale Of Business As A Going Concern Agreement for the United Kingdom

Sale Of Business As A Going Concern Agreement Template for England and Wales

A comprehensive legal agreement governed by English and Welsh law that facilitates the transfer of an operational business from one party to another. The agreement covers all aspects of the business transfer, including assets, employees, contracts, intellectual property, and ongoing operations. It ensures compliance with relevant legislation such as TUPE regulations and includes provisions for warranties, indemnities, and post-completion obligations.

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What is a Sale Of Business As A Going Concern Agreement?

The Sale Of Business As A Going Concern Agreement Template is designed for use under English and Welsh law when transferring an operational business from one party to another while maintaining its functionality and value. This document is essential when selling a business that will continue to operate under new ownership, ensuring all aspects of the transfer are properly documented and legally compliant. It addresses crucial elements such as asset transfer, employee rights under TUPE, existing contracts, intellectual property, and ongoing business relationships. The agreement protects both parties' interests while ensuring business continuity throughout the transfer process.

What sections should be included in a Sale Of Business As A Going Concern Agreement?

1. Parties: Details of seller and buyer entities, including registered offices and company numbers

2. Background: Context of the transaction, nature of the business being sold, and purpose of the agreement

3. Definitions: Defined terms used throughout the agreement including Business, Assets, Employees, Completion Date

4. Sale and Purchase: Core transaction terms, purchase price, payment terms, and what is included/excluded from the sale

5. Completion: Timing and mechanics of completion, including conditions precedent and completion obligations

6. Warranties: Seller's representations about the business, assets, employees, and liabilities

7. Indemnities: Specific protections against identified risks and allocation of liabilities

8. Restrictions on Seller: Non-compete and non-solicitation provisions to protect the purchased business

9. Confidentiality: Obligations regarding confidential information and announcements

10. General Provisions: Standard boilerplate clauses including notices, governing law, and jurisdiction

What sections are optional to include in a Sale Of Business As A Going Concern Agreement?

1. Employee Matters: TUPE provisions, employee arrangements, and consultations requirements when employees are being transferred

2. Property: Transfer of property rights, lease assignments, and related obligations when real estate is involved

3. Intellectual Property: Transfer of IP rights, licenses, and related provisions when significant IP assets exist

4. Post-Completion Obligations: Transitional services arrangements, ongoing commitments, and handover provisions

5. Tax Covenant: Specific tax-related warranties and indemnities for pre-completion tax liabilities

What schedules should be included in a Sale Of Business As A Going Concern Agreement?

1. Schedule 1 - Assets: Detailed list of tangible and intangible assets being transferred

2. Schedule 2 - Properties: Details of owned and leased properties including terms and conditions

3. Schedule 3 - Employees: List of transferring employees, their terms of employment and benefits

4. Schedule 4 - Intellectual Property: Comprehensive list of IP rights, registrations, and licenses being transferred

5. Schedule 5 - Material Contracts: Key business contracts being transferred including customer and supplier agreements

6. Schedule 6 - Warranties: Detailed warranties covering all aspects of the business

7. Schedule 7 - Completion Requirements: List of documents and actions required at completion from both parties

8. Schedule 8 - Excluded Assets: List of assets specifically excluded from the sale

Authors

Alex Denne

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

Cost

Free to use

Relevant legal definitions

Clauses

Relevant Industries

Retail
Manufacturing
Professional Services
Hospitality
Technology

Relevant Teams

Legal
Finance
Human Resources
Operations
Corporate Development
Mergers and Acquisitions
Commercial

Relevant Roles

Chief Executive Officer
Chief Financial Officer
General Counsel
Business Development Director
Corporate Development Manager
Head of Mergers and Acquisitions
Commercial Director

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