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Sale Of Business As A Going Concern Agreement for Ireland

Sale Of Business As A Going Concern Agreement Template for Ireland

A comprehensive legal agreement governed by Irish law that facilitates the transfer of an entire business operation as a going concern from one party to another. The agreement covers all aspects of the business transfer, including assets, employees, liabilities, contracts, and operational elements, while ensuring compliance with Irish legal requirements such as TUPE regulations, tax legislation, and competition law. It includes detailed provisions for purchase price mechanics, warranties, indemnities, and both pre- and post-completion obligations, structured to protect both parties' interests while maintaining business continuity throughout the transfer process.

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

A Sale Of Business As A Going Concern Agreement is a crucial document used when transferring ownership of an operational business in Ireland. This comprehensive agreement is essential when a business owner or company wishes to sell their entire business operation while ensuring it continues to function without interruption. The document addresses all aspects of the transfer, including tangible and intangible assets, employees (under TUPE regulations), existing contracts, intellectual property, and liabilities. It's particularly important in the Irish context as it must comply with specific local legislation, including the Value Added Tax Consolidation Act 2010 for TOB relief, Companies Act 2014, and various employment and competition laws. The agreement is structured to protect both parties' interests while ensuring a smooth transition of ownership and maintaining business continuity.

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

1. Parties: Identification of the seller and purchaser with full legal names and addresses

2. Background: Context of the sale, brief description of the business, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules

4. Sale and Purchase: Core agreement to sell and purchase the business as a going concern, including specification of what is included

5. Purchase Price: Amount, payment terms, and any adjustments to the purchase price

6. Completion: Details of when and where completion will take place, and what will happen at completion

7. Seller's Warranties: Standard warranties about the business, assets, and liabilities

8. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to enter into the agreement

9. Employee Matters: Transfer of employees under TUPE regulations and related obligations

10. Pre-Completion Obligations: Seller's obligations in running the business between exchange and completion

11. Post-Completion Obligations: Ongoing obligations after completion, including transition arrangements

12. Confidentiality: Obligations regarding business information and announcement of the sale

13. Tax Matters: Tax treatment of the transaction and allocation of tax liabilities

14. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes

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

1. Property Interests: Required if the business includes owned or leased property, covering transfer or assignment of property interests

2. Intellectual Property: Required if the business has significant IP assets, detailing their transfer and protection

3. Environmental Matters: Required for businesses with environmental permits or potential liabilities

4. Key Contracts: Required if specific material contracts need special treatment or third-party consents

5. Non-Competition Covenants: Optional restrictions on seller's future business activities

6. Earn-out Provisions: Required if part of purchase price is contingent on future performance

7. Working Capital Adjustment: Required if purchase price includes working capital adjustment mechanism

8. Data Protection: Required if significant personal data is being transferred

9. Pensions: Required if business has pension schemes

10. Bank Accounts and Financial Matters: Required if specific banking arrangements need to be addressed

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

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 - Properties: Details of all properties owned or leased by the business

4. Schedule 4 - Employees: List of transferring employees and their key employment terms

5. Schedule 5 - Intellectual Property: Details of all IP rights owned or used by the business

6. Schedule 6 - Material Contracts: List and details of key business contracts

7. Schedule 7 - Warranties: Detailed warranties given by the seller

8. Schedule 8 - Completion Obligations: Detailed list of actions required at completion

9. Schedule 9 - Permitted Encumbrances: List of permitted liens or encumbrances on assets

10. Appendix 1 - Completion Accounts: Format and principles for preparation of completion accounts

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

Ireland

Publisher

Ƶ

Document Type

Contract to Sell

Cost

Free to use
Relevant legal definitions










Clauses










































Relevant Industries

Manufacturing

Retail

Technology

Professional Services

Healthcare

Hospitality

Construction

Transportation

Agriculture

Education

Financial Services

Real Estate

Energy

Media and Entertainment

Relevant Teams

Legal

Finance

Human Resources

Operations

Tax

Compliance

Risk Management

Property Management

Commercial

Business Development

Corporate Development

Mergers & Acquisitions

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Business Owner

Corporate Lawyer

General Counsel

Finance Director

Commercial Director

Operations Director

Human Resources Director

Tax Director

Company Secretary

Business Development Director

Risk Manager

Compliance Officer

Property Manager

Intellectual Property Manager

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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