Ƶ

Transfer Of Business Ownership Agreement for the United Kingdom

Transfer Of Business Ownership Agreement Template for United States

A Transfer of Business Ownership Agreement is a legally binding document used in the United States to formalize the sale and transfer of business ownership from one party to another. This comprehensive agreement outlines the terms and conditions of the transfer, including purchase price, payment terms, assets and liabilities included in the sale, representations and warranties, and post-closing obligations. It complies with federal and state-specific business transfer laws and incorporates necessary provisions for tax, employment, and regulatory compliance. The agreement serves as the primary document in business acquisition transactions and provides legal protection for both parties.

Your data doesn't train Genie's AI

You keep IP ownership of your information

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Download a Standard Template

4.6 / 5
4.8 / 5
Access for free
OR

Alternatively: Run an advanced review of an existing
Transfer Of Business Ownership Agreement

Let Ƶ's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.

What is a Transfer Of Business Ownership Agreement?

The Transfer of Business Ownership Agreement is essential when conducting business sales and acquisitions in the United States. This document is used when a business owner wishes to sell their entire business interest to another party, whether it's an individual, partnership, or corporation. The agreement comprehensively covers all aspects of the transaction, including asset transfer, assumption of liabilities, employee matters, and ongoing obligations. It must comply with both federal regulations and state-specific requirements, which may vary by jurisdiction. The Transfer of Business Ownership Agreement typically includes detailed schedules of assets, contracts, and liabilities, and may incorporate provisions for transition assistance, non-compete clauses, and post-closing adjustments. This agreement is crucial for protecting both parties' interests and ensuring a smooth transfer of ownership while maintaining business continuity.

What sections should be included in a Transfer Of Business Ownership Agreement?

1. Parties: Identifies all parties involved in the transfer, including legal names and addresses

2. Background/Recitals: Provides context and purpose of the transfer, including business description and reason for transfer

3. Definitions: Defines key terms used throughout the agreement

4. Sale and Purchase: Details the core transaction terms including assets, liabilities, and purchase price

5. Purchase Price and Payment Terms: Specifies amount, payment schedule, and payment methods

6. Closing: Specifies closing date and conditions precedent to closing

7. Representations and Warranties: Statements of fact and assurances from both parties

8. Covenants: Ongoing obligations of both parties

9. Indemnification: Protection against future claims or losses

What sections are optional to include in a Transfer Of Business Ownership Agreement?

1. Non-Compete Clause: Restricts seller from competing with the business when protecting business goodwill is crucial

2. Employee Matters: Addresses treatment of existing employees when business has employees being transferred

3. Intellectual Property: Specific provisions for IP transfer when business owns significant IP assets

4. Transition Services: Details support provided by seller post-closing when buyer needs operational support during transition

What schedules should be included in a Transfer Of Business Ownership Agreement?

1. Asset Schedule: Detailed list of all assets being transferred

2. Excluded Assets Schedule: List of assets explicitly excluded from transfer

3. Assumed Liabilities Schedule: List of liabilities being assumed by buyer

4. Contracts Schedule: List of contracts being assigned to buyer

5. Intellectual Property Schedule: Detailed list of IP assets being transferred

6. Employee Schedule: List of employees and their terms of employment

7. Real Property Schedule: Details of any real estate included in transfer

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

Jurisdiction

United States

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Clauses


































Industries

Internal Revenue Code: Federal tax regulations governing the tax implications of business transfer, including capital gains, income tax, and transfer tax considerations

Securities Exchange Act: Federal regulations applicable when dealing with publicly traded companies in business transfers

Federal Trade Commission Regulations: Antitrust considerations and competition laws that may affect large business transfers

Bulk Sales Laws: UCC Article 6 provisions (where still applicable) governing the transfer of business inventory and assets

Federal Employment Laws: Including FLSA, ERISA, and WARN Act, governing employee rights and benefits during business ownership transfers

State Corporation Laws: State-specific regulations governing corporate entities and their transfer of ownership

State LLC Acts: State-specific regulations governing Limited Liability Companies and their transfer of ownership

State Business Transfer Laws: State-specific requirements and procedures for transferring business ownership

State Tax Laws: State-specific tax implications and requirements for business transfers

State Licensing Requirements: State-specific business licensing and permit transfer requirements

Uniform Commercial Code: State-adopted commercial laws governing business transactions and transfers

Industry-Specific Regulations: Specific regulatory requirements based on the business sector (e.g., healthcare, financial services, manufacturing)

Environmental Regulations: Environmental compliance requirements and liability transfers related to business operations

Successor Liability Laws: Laws governing the transfer of liabilities and obligations to the new business owner

Intellectual Property Laws: Regulations governing the transfer of patents, trademarks, copyrights, and other intellectual property assets

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

Find the exact document you need

Tooling Agreement

An England & Wales agreement outlining rights and duties for industrial tooling creation, use, and maintenance.

find out more

Residential Tenancy Agreement Standard Form Of Lease

An England & Wales lease agreement establishing an Assured Shorthold Tenancy under the Housing Act 1988.

find out more

Representation Agreement

An England & Wales legal document authorizing a representative to conduct specified business activities on a principal's behalf.

find out more

Provisional Agreement

An England & Wales legal document establishing interim terms during ongoing negotiations for complex transactions.

find out more

Preliminary Agreement

An England & Wales legal document outlining preliminary terms for significant transactions or relationships before detailed negotiations.

find out more

Notary Rent Agreement

An England & Wales rental contract authenticated by a Notary Public for enhanced legal certainty and compliance.

find out more

Model Tenancy Agreement

An England & Wales legal template for residential lettings, detailing landlord-tenant obligations and compliance requirements.

find out more

Lease With Option To Buy

An England & Wales lease agreement offering tenants a future property purchase option with specified terms.

find out more

Lease And Licence Agreement

An England & Wales legal document granting property occupation and usage rights through lease and licence provisions.

find out more

Land Agreement Between Two Parties

An England & Wales legal document transferring land interests and establishing rights between two parties.

find out more

Employer Tuition Reimbursement Agreement

An England & Wales document assessing business continuity risks and strategies for operational resilience and regulatory compliance.

find out more

Contract Agreement Between Two Parties

An England & Wales agreement authorizing freight agents, detailing territory, commissions, and compliance in logistics.

find out more

Common Terms Agreement

An England & Wales contract defining freight agent duties, compensation, and compliance for international logistics operations.

find out more

Buyer Agency Agreement

A legal contract authorizing a real estate agent to represent a buyer in property transactions.

find out more

Subordination Agreement Mortgage

An English law agreement establishing priority ranking between multiple mortgage securities over the same property.

find out more

Statement Of Agreement

A formal document under English and Welsh law recording mutual understanding and agreement between parties regarding specific terms and conditions.

find out more

Rent In Exchange For Services Agreement

An English law agreement establishing terms for rent-free accommodation in exchange for specified services.

find out more

Preliminary Contract

An English law agreement setting out initial terms and conditions between parties before finalizing a detailed contract.

find out more

Catering Contract

A legally binding agreement for catering services under English and Welsh law, establishing terms between food service providers and clients.

find out more

Lease Agreement

An England and Wales-governed agreement between landlord and tenant establishing terms for property rental and occupation.

find out more

Security Agreement Form

An English law document creating security interests over assets to secure obligations owed to a secured party.

find out more

Business Cooperation Agreement

A formal agreement governing business collaboration between parties, regulated under English and Welsh law.

find out more

Terms Of Business Agreement

A legally binding agreement under English and Welsh law that establishes the core terms and conditions for business relationships between commercial entities.

find out more

Consulting Agreement

A legally binding agreement under English and Welsh law that establishes terms for consulting services between a consultant and client.

find out more

Professional Services Retainer Agreement

An English law agreement establishing terms for ongoing professional services delivery between provider and client.

find out more

Head Of Terms Agreement

A preliminary agreement under English and Welsh law outlining key terms and conditions for a proposed business transaction or arrangement.

find out more

Supply Contract Form

A legally binding agreement under English and Welsh law governing the supply of goods or services between parties.

find out more

Business Contract

A legally binding commercial agreement between business entities, governed by English and Welsh law.

find out more

Dispute Resolution Agreement

An English law agreement setting out procedures for resolving disputes between parties through mediation, arbitration, and other resolution methods.

find out more

Umbrella Agreement

A master agreement under English and Welsh law that establishes core terms for multiple future contracts between parties.

find out more

Software Agreement Contract

An English law agreement governing software licensing, usage, and maintenance terms between provider and licensee.

find out more

Professional Services Contract

An English law-governed agreement establishing terms and conditions for professional service delivery between service provider and client.

find out more

Consulting Services Agreement

An England and Wales-governed agreement setting out terms for the provision of professional consulting services between a consultant and client.

find out more

Assignment And Assumption Agreement

A legal document under English and Welsh law that transfers rights and obligations from one party to another, with the receiving party assuming associated responsibilities.

find out more

Yearly Contract Agreement

A US-governed agreement establishing terms and conditions for a twelve-month contractual relationship between parties.

find out more

Work For Hire Agreement

A U.S.-governed agreement establishing ownership rights and terms for work created by a contractor for a hiring party, under copyright law.

find out more

Work Contract

A legally binding employment agreement that establishes terms and conditions of employment under U.S. federal and state laws.

find out more

White Label Agreement

A U.S.-governed agreement enabling one company to rebrand and sell another company's products or services under their own brand name.

find out more

Website Development Agreement

A U.S.-compliant legal agreement between a website developer and client establishing terms for website development services, including scope, timeline, and deliverables.

find out more

Website Contract

A U.S.-governed legal agreement between website developers and clients defining website development terms and obligations.

find out more
See more related templates

ұԾ’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ұԾ’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

We are ISO27001 certified, so your data is secure

Organizational security:

You retain IP ownership of your documents and their information

You have full control over your data and who gets to see it