Simple Business Sale Agreement Template for England and Wales

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Key Requirements PROMPT example:

Simple Business Sale Agreement

"I need a Simple Business Sale Agreement for the sale of my small coffee shop business in Manchester, including transfer of equipment, staff, and premises lease, with completion planned for March 2025."

Document background
The Simple Business Sale Agreement is primarily used for uncomplicated business transfers in England and Wales, typically involving small to medium-sized enterprises. It provides a framework for documenting the sale terms, warranties, and transfer of assets while ensuring compliance with relevant legislation such as the Sale of Goods Act 1979 and TUPE regulations. This agreement is particularly suitable when the transaction structure is straightforward and the parties wish to avoid the complexity and cost associated with more comprehensive business purchase agreements.
Suggested Sections

1. Parties: Identification and details of the seller and buyer

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

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core terms of the transaction including price and payment terms

5. Completion: Timing and mechanics of completion

6. Warranties: Standard business warranties from seller

7. Confidentiality: Protection of confidential information

Optional Sections

1. Employee Provisions: Used when employees are transferring with the business under TUPE regulations

2. Property Transfer: Provisions for transfer of business premises when real property is included in sale

3. Restrictive Covenants: Non-compete and non-solicitation provisions when protecting goodwill is crucial

Suggested Schedules

1. Assets Schedule: Detailed list of assets included in the sale

2. Employees Schedule: List of transferring employees and their terms

3. Properties Schedule: Details of any properties included in the sale

4. Intellectual Property Schedule: List of transferring IP rights

5. Contracts Schedule: List of business contracts being transferred

Authors

Alex Denne

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

Industries

Sale of Goods Act 1979: Key legislation governing the sale of assets within the business sale, including implied terms about title, quality, and fitness for purpose

Companies Act 2006: Governs company-related aspects including authority requirements, execution of documents, and registration requirements for registered companies

Transfer of Undertakings (Protection of Employment) Regulations 2006: Regulates employee rights and obligations during business transfers, including the automatic transfer of employment contracts (TUPE)

Value Added Tax Act 1994: Covers VAT implications of the business sale and treatment of different assets within the transaction

Finance Act (various): Addresses tax considerations including Capital Gains Tax implications of the business sale

Misrepresentation Act 1967: Governs warranties and representations made during the sale process

Data Protection Act 2018 and UK GDPR: Regulates the transfer of customer and employee data and ongoing data protection obligations

Competition Act 1998: Addresses competition law considerations in business sales

Property Law Act 1925: Relevant when the business sale includes real property assets

Contracts (Rights of Third Parties) Act 1999: Governs third-party rights considerations in the business sale agreement

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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