Protect your business interests with our Purchase and Sale of Business Agreement:
1. Complete the Purchase and Sale of Business Agreement form below.
2. Click on "View Results" at the bottom to preview your Purchase and Sale of Business Agreement.
LawDepot's Purchase and Sale of Business Agreement:
- Creates a comprehensive document to sell a business either as a sale of shares, or as a sale of business assets.
- Outlines the conditions and obligations that must be met.
- Specifies which assets will be included or excluded from the sale of the business.
- Specifies what will happen to current employees.
- Includes non-solicitation and non-competition clauses for the seller.
If you are not selling or purchasing all of the shares in a business, use our Share Purchase Agreement.
We regularly maintain this contract.
Last Modified: April 2009
Governing Law
A legal document will typically be governed by the laws of the jurisdiction where the actions of the parties will be performed.
Please select a governing law jurisdiction.
Governing Law
A legal document will typically be governed by the laws of the jurisdiction where the actions of the parties will be performed.
Please select a governing law jurisdiction.
Transaction Type
There may be tax implications involved in selling your corporation as a sale of Assets or as a sale of Shares. If you are uncertain which is the best option for you then check with your accountant.
Output Format
You may choose from two different output formats for this document.
A Purchase and Sale of Business Agreement is a binding contract with rights and obligations for each party.
A Letter of Intent is NOT binding on either party and is only an expression of an intent to continue negotiations in good faith.
Business Information
Answer the following questions concerning the business that is being sold:
Seller Information
Enter the name, address and other seller specific information for each Seller.
Seller
Purchaser Information
Enter the name, address and other seller specific information for each Purchaser.
Purchaser
Assets and Purchase Price
Assets to be Sold (All amounts shown in Canadian Dollars-$)
You must select at least one asset or additional asset with a non-zero value.
Base Purchase Price: $0.00
These assets are excluded from the sale.
Share Class
Total Price of this Class: $0.00
Base Purchase Price: $0.00
Taxes and Totals
Note: Taxation information is provided only as a guide.
Base Purchase Price: $0.00
Total Purchase Price: $0.00
Payment Terms
Balance Owing: $0.00
The lump sum amount plus the promissory note amount should equal the Balance Owing.
Remember: The lump sum amount plus the promissory note amount should equal the Balance Owing.
Specific Clauses and Warranties to Include
Confidentiality
Before you prepare a non-binding Letter of Intent, the parties may wish to commit to a Confidentiality Agreement. A Confidentiality Agreement would be required if the details of the transaction or information concerning either business are not common knowledge in the industry and where it would be beneficial if all information is kept confidential.
Representations, Warranties
Conditions Precedent
Employees
Assumed Liabilities
This is applicable where the parties agree that the Purchaser will assume responsibility for payment of some or all of the liabilities, debts or obligations of the Seller. Include a list of any liabilities to be assumed by the Purchaser.
(e.g. The Purchaser will be responsible for payment to suppliers for inventory currently on order; The Purchaser will be responsible for ongoing payments for leased production equipment; The Purchaser will be responsible for rental payments for all business facilities; etc.)
Mediation/Arbitration
Additional Clauses
Signing Details