Asset Purchase Agreement template UK

What an Asset Purchase Agreement is

An Asset Purchase Agreement, or APA, records a transaction involving specified business assets. It differs from a share sale, where the buyer acquires shares in a company. In an asset sale the included property, rights, contracts and any agreed liabilities need careful identification. The label business is not enough to establish exactly what moves to the buyer. Your solicitor should review the scope and structure.

The Sale Pack provides an APA only for eligible England and Wales transactions. It is a full first draft for the parties’ solicitors to work from. It is not advice about which assets should be transferred, how tax applies or whether a third party must consent. Those questions depend on the facts and the documents.

Identify the parties and assets

Check whether the seller is an individual, partnership or company, and identify the buyer correctly. List the business being sold and the asset classes involved. These may include goodwill, equipment, stock, intellectual property, domain names, records and contracts. A broad description should lead to a checked schedule, not replace it. Make clear which items are excluded.

Ownership must be checked. Equipment may be leased or financed, software may be licensed and a contract may restrict assignment. Personal assets should not be listed as company-owned without evidence. Records and customer data may contain personal information. The product does not confirm that a transfer is permitted simply because a seller names the item in the form.

Price and allocation

Set out the fixed consideration and payment schedule. The form can record an allocation across asset classes and the treatment of stock at completion. The allocations must reconcile to the agreed amount. Do not use a guessed stock figure where the deal requires a completion count or agreed measurement process. Ask your accountant about the tax consequences of the actual allocation.

Apportionments can involve rent, rates, utilities and prepayments. VAT treatment, including any proposed transfer of a going concern, requires professional review. A toggle does not establish that the legal or tax conditions are met. The master template supplies the relevant wording, while your answers record the proposed arrangement for review.

Premises, employees and contracts

The buyer may need lease assignment, a new lease or another agreed occupation arrangement. Record what is proposed and any landlord consent condition. Do not assume that handing over keys transfers the lease. A licence to occupy, where considered, needs the parties’ solicitors to check the terms and risks. The product does not negotiate with the landlord.

Employee arrangements and any TUPE provisions must be checked by the advisers. Gather an accurate staff schedule and avoid unnecessary personal data in early disclosure. Contracts may need assignment or novation. Intellectual property, domains and records also need completion steps. An asset list and a completion checklist help collect information, but neither proves that every transfer has occurred.

When to use the paid form

Agree the proposed terms in Heads of Terms first. After a real export, the eligible APA form opens with relevant parties, price and structure pre-filled. Included and excluded items from Deal Facts help prepare the asset fields. Review every entry because the final asset schedules may need more detail than the earlier offer.

If the template is awaiting approval, the form answers can be saved without producing a legal preview. No stand-in clauses are written. The Word and PDF formats must come from the same filled approved master. Send the first draft to both solicitors, with the supporting schedules and questions that still need resolving.

Build free, pay when you are ready

The Sale Pack starts with your own answers and accounts. You check the figures, explain the business and decide what is included in the proposed sale. You can see the indicative valuation and marketing documents in a protected preview without paying. Legal documents are named in the preview contents, rather than shown as free legal drafts. Pay £495 only when you are happy, then download and use the documents. No VAT is charged. There is no broker commission.

The price is for one business and one deal. It does not include finding buyers, negotiation, portal listing fees or professional advice. Your solicitor and accountant remain separate from the product. The service is self-serve. Support is limited to payment, login, upload faults and data requests. No one checks the commercial merits of your proposed deal for you.

Keep control of the information

A public advert or blind teaser should not name your business or give away identifying details. The named Information Memorandum can contain more information, but it belongs behind the confidentiality process you choose. Website-sourced logos, colours and photographs are restricted to that named document. Do not put them in a blind teaser. A buyer room is a paid feature and the seller controls access after email verification and a signed NDA.

Before sharing a pack, read every document and check it against your records. A tidy layout is not evidence that a statement is correct. Explain gaps rather than filling them with guesses. Keep seller-only valuation information out of documents sent to buyers. Ask your own advisers about tax, legal effect, employee matters and any regulated part of the transaction. The product does not rank buyers or tell you which offer to accept.

Common questions