Company sale agreement: no real property, cash deal no shares
A comprehensive company sale agreement for sale of single
company: no real property; cash deal no shares, no
retention; no additional sum; full warranties
About this document
Note: All Net Lawman company documents have been amended to comply with the Companies Act 2006.This document is for selling or buying an entire company. It is an extremely authoritative document which can be used for high value transactions and for any sort of business. Use the table to select which best suits you. Note that the type of business is generally of low importance. You can use one of these templates to buy a trout hatchery or an architect’s practice.
This document is suitable for:
• Any individual or company selling or buying a company or a proportion of the shares in a company. It is usual for the buyer to produce the sale document but there is no reason why the seller should not obtain an advantage by making the document his and thereby obtaining the advantage of preliminary editing in his favour;
• A seller of a company wanting tips and hints as to what is fair and reasonable in a document comparable to the one now presented to him by the buyer or his solicitors.
We also have document for specific business types, carried on by a company, share sales agreements (for the sale or purchase of only some of the shares, not all of them), and business sale agreements (suitable where you are selling or buying not shares in a company but just the business as a going concern). Alternative documents are linked right.
A word about warranties: Warranties protect the interest of the buyer, who does not have the information available to the seller. It is fair and reasonable for a buyer to demand warranties and for a seller to give them. However, it is quite easy for a buyer to use warranties to “improve” his original deal. So, if you are a seller . . . . do not give a warranty if you do not know whether it is true, but do be prepared to “go and find out” information that could be within your knowledge.
150 warranties sounds an awful lot. Do you really need them? Will you understand them? Net Lawman advises: absolutely yes and absolutely yes! Our warranties are written in plain English. A seller should start with a full set unless he is sure he knows everything there is to know about his proposed acquisition, or the value is very small, or the company is not trading.
Net Lawman document templates offer around 150 “full” warranties, or a reduced set of around 115. Either way, around 30 cover real property, so if your company has none, the number comes down.
Application
and features
This agreement is suitable for any type of trade or business
Extensive use of warranties encourages full disclosure by the seller
Drawn for the deal to be completed on the same day, not at some future time
Suitable for a group of companies or a single company of any size
Suitable provisions for contract to cover leasehold, freehold and tenanted property
Limited warranties (unlike the others in this set)
Retention from purchase price against warranty claims
Retention up to three years against reduction in forecast profit
Additional payment for “earn out” - profit in excess of target
Provision for some Sellers to be trustees and not therefore bound by the Warranties.
Contents
Agreement for sale
Purchase price and how made up
New shares to be issued by buyer
The retention against warranty or other claims
Additional price to be paid for performance over target
Completion of the deal and delivery of documents
Warranties applicability
The warranties
Trustees limited Warranties
Restrictive agreement to prevent sellers from competing afresh
Sellers protection provisions
Various legal provisions usual in a document of this type
Shareholdings
Details of (group) company
The warranties
Particulars of the properties
Pension arrangements
Sums for calculation of additional price. The 89 individual warranties are in sections relating to:
General
Effect of this agreement
Group structure and operation
Accounts
Cash flow
Taxation
Bank and borrowing
Assets
Trading and contracts
Business matters
Litigation and regulation
Properties - freehold, leasehold and let
Employment
Pensions
Insurance
Intellectual property
Internet and domain names.
Word
Count (approximate):
Document: 6500
words
Explanatory notes:
2000
words
Draftsman
This document is drawn and maintained by Net Lawman. It is real law in plain English.
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