Business Purchase Agreement

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Updated Nov 23, 2023
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A business purchase agreement is a meticulously prepared legal document that outlines the terms and conditions for the purchase and sale of a business. It's a crucial step in the process of acquiring or selling a company. Answer simple questions to your business purchase agreement template on Lawrina and get a customized legal document, ready for sharing and submission.
Choose your type of this legal template.
Document Types
Asset Purchase Agreement
This legal document is used to purchase an entire business or part of a company.
23.9K downloads
Purchase Agreement
This agreement formalizes the transaction by recording the essential terms of the sale.
Land Purchase Agreement
This agreement lays down the terms and conditions of the land purchase and sale.
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Real Estate Purchase & Sale Agreement
This contract between a buyer and a seller transfers the real estate ownership.
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Real Estate Purchase Agreement Addendum
This addendum is an extra document appended to a real estate purchase agreement.
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This agreement is required to transfer shares from a business to a new buyer.
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A business purchase agreement is a meticulously prepared legal document that outlines the terms and conditions for the purchase and sale of a business. It's a crucial step in the process of acquiring or selling a company. This agreement's significant purpose is to protect the individual interests of the parties involved by providing a detailed record of what was agreed upon. It provides certainty and clarity to the transaction, reducing the risk of misunderstandings and disputes later on. 

When To Use a Business Purchase Agreement?

A purchase agreement for business should be employed anytime a business is being sold or bought, irrespective of its size or type. It ensures the transfer process is legally sound, defends each party's best interests, and creates a clear path for resolving potential disputes. The use of a business purchase agreement template could help streamline the process and ensure all essential aspects are covered.

Parties of the Business Purchase Agreement

  • Seller –– This refers to the individual or entity that owns the commercial establishment initially. The seller's central duty is to transfer the business, including its rights, title, and interests, to the buyer according to the terms laid out in the business purchase agreement. Once the entire agreed amount has been paid, the seller usually endorses a bill of sale document. The document is proof that the seller has relinquished full ownership of the business to the buyer.

  • Buyer –– This constitutes the individual, partnership, or corporate body planning to acquire the business from the seller. In a company purchase agreement, the buyer is accountable for fulfilling the terms of the agreement, including making the necessary payments as agreed upon.
Insight

Once the seller confirms that all conditions have been met and the agreed amount has been paid in full, the buyer receives a bill of sale. This is the legal document, often accompanied by a letter confirming the business's purchase, signifying the buyer's entitled ownership of the business. These verified documents are then typically registered with the appropriate administrative bodies or regulatory entities for record-keeping and legitimacy.

Key Terms

  • Purchase Price: This signifies the total amount the buyer agrees to pay for acquiring the business.
  • Assets: These are all the belongings of the business. It could include both tangible (e.g., machinery, buildings) and intangible assets (e.g., patents).
  • Liabilities: It refers to the legal obligations or debts the business is responsible for.
  • Confidentiality: This binds both parties not to disclose the business's sensitive information.
  • Jurisdiction: This defines the selected country's state laws that will govern the purchase agreement.

How To Write a Business Purchase Agreement

A business purchase contract is a vital legal document that encapsulates the terms and conditions set for the buying or selling of a business. Crafting this document protects both parties and ensures a seamless transfer of ownership. Lawrina, a reliable legal tech platform, provides excellent templates in various formats, including a simple business purchase agreement PDF, or, if you prefer, legal experts can help you in drafting an agreement.

Here is a step-by-step guide on creating a company purchase agreement, whether you are playing the buyer's or the seller's role:

Buyer
  1. Include the specific information of all parties involved, such as legal names and contact details. 
  2. Clearly mention the total purchase price and payment milestones.
    Include a comprehensive description of the business, its legal status, address, and proposed future plans.
  3. Prepare comprehensive details about the assets, liabilities, and intellectual properties included in the purchase.
Seller
  1. Provide the name of the business being transferred and any related business identification numbers.
  2. List the federal laws that underpin the agreement.
  3. Declare that the buyer will take over the business and list their obligations and liabilities.
  4. Describe the release of any claims on the company following the business purchase.
  5. Determine the legal language, based on your specific jurisdiction, delineating the buyer's rights and responsibilities post-purchase.
  6. Define how the purchase of business agreement will be recorded and who will manage this process. 

All parties involved should scrutinize the agreement in consultation with legal counsel to uphold their interests. Keep in mind that agreeing on the critical components of the document ahead of time, such as the release language or recording steps, is crucial for a frictionless process while preparing a company purchase agreement.

The proper creation and execution of a business purchase agreement are crucial steps in any business's sale or acquisition. A well-drafted agreement provides both parties with a comprehensive understanding of their rights and obligations, thus protecting each party from prospective complications. Consider using a customizable sample agreement to purchase business as it can streamline the process, saving time and providing a legally sound structure to your agreement. It will take you only a few minutes to fill in a business purchase agreement PDF template.

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