The Small Business Sale Agreement is a crucial document used in Ireland when transferring ownership of a small business from one party to another. It is particularly relevant for transactions involving sole traders, partnerships, or small private limited companies where the entire business or its substantial assets are being sold. The agreement needs to comply with Irish legal requirements, including the Companies Act 2014, employment regulations, and tax laws. It covers essential elements such as asset transfer, employee arrangements, warranties, price adjustments, and post-completion obligations. This document is typically used when the transaction value falls below merger control thresholds and where a simplified but comprehensive agreement is appropriate for the size and nature of the business being transferred.
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1. Parties: Identifies and provides full details of the seller and purchaser
2. Background: Outlines the context of the sale, including brief business description and intention to transfer
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Sale and Purchase: Core agreement to sell and purchase the business, including scope of transfer
5. Purchase Price: Specifies the total consideration, payment terms, and any adjustments
6. Completion: Details the completion date, location, and actions required at completion
7. Assets and Liabilities: Lists included and excluded assets/liabilities in the sale
8. Employees: Addresses employee transfer arrangements and TUPE regulations
9. Warranties and Indemnities: Seller's warranties about the business and related indemnities
10. Restrictive Covenants: Non-compete and non-solicitation provisions
11. Confidentiality: Obligations regarding business information confidentiality
12. Data Protection: Compliance with GDPR and data transfer requirements
13. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
1. Property: Required if business premises are being transferred or new lease arrangements are needed
2. Intellectual Property: Detailed IP transfer provisions if business has significant IP assets
3. Post-Completion Adjustments: Include if price adjustments based on completion accounts are required
4. Consultancy Arrangements: Required if seller will provide transition services post-completion
5. Earn-out Provisions: Include if part of purchase price is contingent on future performance
6. Third Party Consents: Required if key contracts or licenses need third party approval for transfer
7. Environmental Matters: Include for businesses with environmental compliance obligations
8. Pensions: Required if transferring employees have pension arrangements
1. Schedule 1 - Business Assets: Detailed inventory 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 any real property included in the sale
4. Schedule 4 - Employees: List of transferring employees and their key employment terms
5. Schedule 5 - Intellectual Property: Details of all IP rights included in the sale
6. Schedule 6 - Contracts: List of business contracts being transferred
7. Schedule 7 - Warranties: Detailed warranties given by the seller
8. Schedule 8 - Completion Obligations: Detailed list of documents and actions required at completion
9. Appendix 1 - Completion Accounts: Pro-forma completion accounts format if relevant
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