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You might be ready to buy or sell the assets of a business and keen to define the terms and conditions of the sale. Perhaps you want to buy the machinery of another business, without buying any other part of their business. Perhaps you want to sell your company’s customer database but none of the other parts of your business.
An asset purchase agreement sets out the terms and conditions of the sale or purchase of a company’s assets. The differences between an asset purchase agreement and share purchase agreement are explored in our buying a business article.
Here we look specifically at what you’ll need to know before you talk to your lawyer about your asset purchase agreement.
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An asset purchase agreement details terms such as purchase price, conditions, and escrow terms. You can also include an inventory of the assets. In an asset purchase agreement, both buyer and seller agree to the specific terms.
As the buyer, your lawyer will generally prepare the first cut. It should describe exactly which assets are being bought, such as machinery, stock, customer/supplier contracts, premises and intellectual property. You’ll also list out the assets that are not being purchased. The buyer's lawyer normally prepares the asset purchase agreement because they will want to ensure that the terms of the asset purchase agreement protect your investment.
An asset purchase agreement covers the following sections:
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With an asset purchase, the buyer may be selecting only specific assets, leaving behind redundant assets. The basic difference between an asset purchase agreement and share purchase agreement is this itemisation of assets included and excluded in the purchase. (During a share purchase, such itemisation is not necessary as the company's ownership transfers as is, although there may still be terms in the SPA in relation to key assets.)
A standard asset purchase agreement will also generally cover:
Where business premises are involved in the purchase, you’ll also need:
Find an expert.
There are commercial solicitors that specialise in buying and selling businesses – take your time to ask them: “How many businesses have you helped your clients buy? How many were in the same or similar sectors as the one I’m looking at?” Be particularly vigilant if it’s an asset sale involving property. Drill down on their property expertise or how they’ll handle this component of the transaction if they themselves don’t have the expertise.
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Any experienced solicitor who has completed enough business purchases can easily estimate a reasonable figure. They’ve seen it all. They know exactly what’s in and out of scope. And they’ll be able to clearly explain not only their own professional fees, but also any ‘disbursements’ such as government fees, taxes, search and filing fees that come with buying a business.
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Here’s a typical example of a client buying a business and looking for a commercial solicitor through Lexoo:
“I am buying a microbrewery and purchasing the equipment, stock, trading names and intellectual rights. We have agreed the purchase price and have a draft heads of terms. We need a solicitor to check these and the sale contract.”John is a specialist business lawyer on Lexoo, who’d fit perfectly for this client. A lawyer with over 20 years experience, and with previous posts at a top international law firm and as a director at a top 100 law firm, John is a Chartered Legal Executive and the Partner in charge of Commercial Property and Commercial matters at his firm. He has extensive knowledge of the delivery of legal services across a broad range of Property and Commercial transactions. Looking for help with your commercial lease? Read more here.
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