Sale of Business

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Agreement for use when one party is selling an entire business to another party.

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This form should be used when one party is selling an entire business to another party. This form is set up for use in the sale of a sole proprietorship to an individual. This structure may be easily adapted to fit other situations if necessary (sale from a partnership to a corporation, etc.).



Among others, this form includes the following provisions:

  • Premises

  • Amount of Sale

  • How Purchase Price Will Be Paid

  • Deposit

  • Date of Close

  • Additional Terms

State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.













Agreement for the Sale of Business







This Packet Includes:
1. Information
2. Agreement for the Sale of Business





Information
Agreement for the Sale of Business




This form should be used when one party is purchasing an entire business from another party. The form as it is shown is set up for use in the sale of a sole proprietorship to an individual. This structure may be easily adapted to fit other particular situations if necessary. For example, if the business being sold is a partnership and the buyer is a corporation, a few simple substitutions will be necessary to change the document to the appropriate form. Simply substitute the name and address of the partnership for the sellers name wherever indicated and substitute the name and address of the corporate buyer where necessary. If changes are made in the type of entity doing the buying or selling on this form, the appropriate notarization and signature line must be used also. (Note: The notarization on this form is only necessary if the sale of the business includes the sale of real estate. A notarization will be needed in order to record this document with the appropriate county office.)

The following information will have to be used to fill in this form:

q   Name and address of the seller
q   Name and address of the buyer
q   Name and type of business being sold
q   A complete list of the business assets being sold
q   The total amount being paid for the business
q   How this total amount is allocated among the assets being sold
q   ·   How the total amount will be paid
q   ·   The amount of earnest money
q   ·   The amount of down payment paid at closing
q   ·   The amount of a promissory note
q   ·   The interest rate of the note
q   ·   The term of the note
q   ·   The amount of monthly payments of the note
q   ·   The closing date of the sale
q   ·   The location of the closing of the sale
q   ·   The documents of sale that the seller will provide at closing
q   ·   Any adjustments to the sale price that must be made at closing
q   

·   An accounting balance sheet of the business
q   

·   The terms of an agreement not to compete with the buyer
q   ·   How long such an agreement will last, and
q   ·   The geographical area covered by the agreement
q   ·   The amount of insurance the buyer agrees to carry on the business
q   ·   Any additional terms of agreement the parties wish to include
q   ·   The name of the state whose laws will govern the agreement

The sale of a complete and on-going business is one of the most complex business transactions that a small businessperson will encounter. It may incorporate many of the legal documents that are contained in this book. Be very careful as you prepare this document to coordinate it with all of the necessary other documents. Note that you may also need to use the following additional documents in conjunction with the basic Agreement for Sale of Business form:

¬   U.C.C. Financing Statement
¬   Security Agreement
¬   Warranty Deed
¬   Promissory Note
¬   Bill of Sale
¬   Assignment of Lease
¬   Bulk Sales Affidavit and Notice









DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice. The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS.


 

AGREEMENT FOR SALE OF BUSINESS

This Agreement is made on ______, 20 __, between _______________ , Seller, of ____________________________ , City of __________________, State of _____________________ , and ___________________, Buyer, of _________ , City of __________________, State of _____________________ .

The Seller now owns and conducts a * business, under the name of ________________________________________ , at _______________________________ , City of __________________ , State of ____________________________.

For valuable consideration, the Seller agrees to sell and the Buyer agrees to buy this business for the following price and on the following terms:

1. The Seller will sell to the Buyer, free from all liabilities, claims, and indebtedness, the Seller's business, including the premises located at _________________________________________ , City of _______________________ , State of __________________ , and all other assets of the business as listed on Exhibit A, which is attached and is a part of this agreement.

2. The Buyer agrees to pay the Seller the sum of $_____________________ , which the Seller agrees to accept as full
payment. The purchase price will be allocated to the assets of the business as follows:

 (a) The premises         $ _________
 (b) Equipment/furniture         $ _________
 (c) Goodwill             $ _________
 (d) Stock in trade/inventory     $ _________
 (e) Notes/accounts receivable     $ _________
 (f) Outstanding contracts         $ _________

3. The purchase price will be paid as follows:

Earnest money             $ _________ (Received by Seller on signing this Agreement)
Cash down payment         $ _________ (Due on Closing)
Promissory note payable         $ _________

TOTAL Price             $ _________

The $ _________ Promissory Note will bear interest at ____% (_________ percent) per year, payable monthly for _________ years at $_________ per month with the first payment due 1 (one) month after the date of closing. The
Promissory note will be secured by a U.C.C. Financing Statement and a Security Agreement in the usual commercial form. The Promissory Note will be prepayable without limitation or penalty.

4. The Seller acknowledges receiving the Earnest money deposit of $_________________ from the Buyer. If this sale is not completed for any valid reason, this money will be returned to the Buyer without penalty or interest.

5. This agreement will close on ___________, 20__ , at ____ o'clock _ .m., at ________ , City of ________________ , State of _________________ .

At that time, and upon payment by the Buyer of the portion of the purchase price then due, the Seller will deliver to Buyer the following documents:

(a) ______ A Bill of Sale for all personal property (equipment, inventory, parts, supplies, and any other personal property)
 (b) ______ A Warranty Deed for any real estate
 (c) ______ All Accounting Books and Records
 (d) ______ All Customer and Supplier Lists
 (e) ______ A valid Assignment of any Lease
 (f) ______ All other documents of transfer as listed below:

At closing, adjustments to the purchase price will be made for the following items:

 (a) Changes in inventory since this Agreement was made
 (b) Insurance premiums
 (c) Payroll and payroll taxes
 (d) Rental payments
 (e) Utilities
 (f) Property taxes
 (g) The following other items:

6. The Seller represents and warrants that it is duly qualified under the laws of the State of ______________________ to carry on the business being sold, and has complied with and is not in violation of any laws or regulations affecting the Seller's business, including any laws governing Bulk Sales or Transfers.

7. Attached as part of this Agreement as Exhibit B is a Balance Sheet of the Seller as of ________________, 20 ____ ,
which has been prepared according to generally accepted accounting principles. The Seller warrants that this Balance Sheet fairly represents the financial position of the Seller as of that date and sets out any contractual obligations of the Seller. If this sale includes the sale of inventory of the business, the Seller has provided the Buyer with a completed Bulk Transfer Affidavit containing a complete list of all creditors of the Seller, together with the amount claimed to be
due to each creditor.

8. Seller represents that it has good and marketable title to all of the assets shown on Exhibit A, and that those assets are free and clear of any restrictions on transfer and all claims, taxes, indebtedness, or liabilities except those specified on the Exhibit B Balance Sheet. Seller also warrants that all equipment will be delivered in working order on the date of closing.

9. Seller agrees not to participate in any way, either directly or indirectly, in a business similar to that being sold to the Buyer, within a radius of * miles from this business, for a period of _________ years from the date of closing.

10. Between the date of this Agreement and the date of closing of the Sale, the Seller agrees to carry on the business in the usual manner and agrees not to enter into any unusual contract or other agreement affecting the operation of the business without the consent of the Buyer.

11. The Buyer represents that it is financially capable of completing the purchase of this business and fully understands its obligations under this Agreement.

12. Buyer agrees to carry hazard and liability insurance on the assets of the Business in the amount of $____________ and to provide the Seller with proof of this coverage until the Promissory Note is paid in full. However, the risk of any loss or damage to any assets being sold remain with the Seller until the date of closing.

13. Any additional terms:




14. No modification of this Agreement will be effective unless it is in writing and is signed by both the Buyer and Seller. This Agreement binds and benefits both the Buyer and Seller and any successors. Time is of the essence of this agreement. This document, including any attachments, is the entire agreement between the Buyer and Seller. This Agreement is governed by the laws of the State of ________________________ .



Dated: ______________________________, 20 ____

______________________________
Signature of Seller


DBA _________________________
Name of Business


A(n) ____________________ (state of operation) sole proprietorship

____________________
Signature of Buyer


State of ___________________
County of _________________

On ________________________, 20 ________ , _________________________ personally came before me and, being duly sworn, did state that he/she is the person who owns the sole proprietorship described in the above document and that he/she signed the above document in my presence on behalf of the sole proprietorship and on his/her own
behalf.

______________________________
Notary Signature
Notary Public, In and for the County of _________________________
State of ______________________
My commission expires: ____________________


State of ___________________
County of _________________

On ________________________, 20 _________ , ________________________ personally came before me and, being duly sworn, did state that he/she is the person described in the above document as the Buyer and that he/she signed the above document in my presence.

______________________________
Notary Signature
Notary Public, In and for the County of _________________________
State of ______________________
My commission expires: ____________________


Number of Pages5
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#22075
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.













Agreement for the Sale of Business







This Packet Includes:
1. Information
2. Agreement for the Sale of Business





Information
Agreement for the Sale of Business




This form should be used when one party is purchasing an entire business from another party. The form as it is shown is set up for use in the sale of a sole proprietorship to an individual. This structure may be easily adapted to fit other particular situations if necessary. For example, if the business being sold is a partnership and the buyer is a corporation, a few simple substitutions will be necessary to change the document to the appropriate form. Simply substitute the name and address of the partnership for the sellers name wherever indicated and substitute the name and address of the corporate buyer where necessary. If changes are made in the type of entity doing the buying or selling on this form, the appropriate notarization and signature line must be used also. (Note: The notarization on this form is only necessary if the sale of the business includes the sale of real estate. A notarization will be needed in order to record this document with the appropriate county office.)

The following information will have to be used to fill in this form:

q   Name and address of the seller
q   Name and address of the buyer
q   Name and type of business being sold
q   A complete list of the business assets being sold
q   The total amount being paid for the business
q   How this total amount is allocated among the assets being sold
q   ·   How the total amount will be paid
q   ·   The amount of earnest money
q   ·   The amount of down payment paid at closing
q   ·   The amount of a promissory note
q   ·   The interest rate of the note
q   ·   The term of the note
q   ·   The amount of monthly payments of the note
q   ·   The closing date of the sale
q   ·   The location of the closing of the sale
q   ·   The documents of sale that the seller will provide at closing
q   ·   Any adjustments to the sale price that must be made at closing
q   

·   An accounting balance sheet of the business
q   

·   The terms of an agreement not to compete with the buyer
q   ·   How long such an agreement will last, and
q   ·   The geographical area covered by the agreement
q   ·   The amount of insurance the buyer agrees to carry on the business
q   ·   Any additional terms of agreement the parties wish to include
q   ·   The name of the state whose laws will govern the agreement

The sale of a complete and on-going business is one of the most complex business transactions that a small businessperson will encounter. It may incorporate many of the legal documents that are contained in this book. Be very careful as you prepare this document to coordinate it with all of the necessary other documents. Note that you may also need to use the following additional documents in conjunction with the basic Agreement for Sale of Business form:

¬   U.C.C. Financing Statement
¬   Security Agreement
¬   Warranty Deed
¬   Promissory Note
¬   Bill of Sale
¬   Assignment of Lease
¬   Bulk Sales Affidavit and Notice









DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice. The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS.


 

AGREEMENT FOR SALE OF BUSINESS

This Agreement is made on ______, 20 __, between _______________ , Seller, of ____________________________ , City of __________________, State of _____________________ , and ___________________, Buyer, of _________ , City of __________________, State of _____________________ .

The Seller now owns and conducts a * business, under the name of ________________________________________ , at _______________________________ , City of __________________ , State of ____________________________.

For valuable consideration, the Seller agrees to sell and the Buyer agrees to buy this business for the following price and on the following terms:

1. The Seller will sell to the Buyer, free from all liabilities, claims, and indebtedness, the Seller's business, including the premises located at _________________________________________ , City of _______________________ , State of __________________ , and all other assets of the business as listed on Exhibit A, which is attached and is a part of this agreement.

2. The Buyer agrees to pay the Seller the sum of $_____________________ , which the Seller agrees to accept as full
payment. The purchase price will be allocated to the assets of the business as follows:

 (a) The premises         $ _________
 (b) Equipment/furniture         $ _________
 (c) Goodwill             $ _________
 (d) Stock in trade/inventory     $ _________
 (e) Notes/accounts receivable     $ _________
 (f) Outstanding contracts         $ _________

3. The purchase price will be paid as follows:

Earnest money             $ _________ (Received by Seller on signing this Agreement)
Cash down payment         $ _________ (Due on Closing)
Promissory note payable         $ _________

TOTAL Price             $ _________

The $ _________ Promissory Note will bear interest at ____% (_________ percent) per year, payable monthly for _________ years at $_________ per month with the first payment due 1 (one) month after the date of closing. The
Promissory note will be secured by a U.C.C. Financing Statement and a Security Agreement in the usual commercial form. The Promissory Note will be prepayable without limitation or penalty.

4. The Seller acknowledges receiving the Earnest money deposit of $_________________ from the Buyer. If this sale is not completed for any valid reason, this money will be returned to the Buyer without penalty or interest.

5. This agreement will close on ___________, 20__ , at ____ o'clock _ .m., at ________ , City of ________________ , State of _________________ .

At that time, and upon payment by the Buyer of the portion of the purchase price then due, the Seller will deliver to Buyer the following documents:

(a) ______ A Bill of Sale for all personal property (equipment, inventory, parts, supplies, and any other personal property)
 (b) ______ A Warranty Deed for any real estate
 (c) ______ All Accounting Books and Records
 (d) ______ All Customer and Supplier Lists
 (e) ______ A valid Assignment of any Lease
 (f) ______ All other documents of transfer as listed below:

At closing, adjustments to the purchase price will be made for the following items:

 (a) Changes in inventory since this Agreement was made
 (b) Insurance premiums
 (c) Payroll and payroll taxes
 (d) Rental payments
 (e) Utilities
 (f) Property taxes
 (g) The following other items:

6. The Seller represents and warrants that it is duly qualified under the laws of the State of ______________________ to carry on the business being sold, and has complied with and is not in violation of any laws or regulations affecting the Seller's business, including any laws governing Bulk Sales or Transfers.

7. Attached as part of this Agreement as Exhibit B is a Balance Sheet of the Seller as of ________________, 20 ____ ,
which has been prepared according to generally accepted accounting principles. The Seller warrants that this Balance Sheet fairly represents the financial position of the Seller as of that date and sets out any contractual obligations of the Seller. If this sale includes the sale of inventory of the business, the Seller has provided the Buyer with a completed Bulk Transfer Affidavit containing a complete list of all creditors of the Seller, together with the amount claimed to be
due to each creditor.

8. Seller represents that it has good and marketable title to all of the assets shown on Exhibit A, and that those assets are free and clear of any restrictions on transfer and all claims, taxes, indebtedness, or liabilities except those specified on the Exhibit B Balance Sheet. Seller also warrants that all equipment will be delivered in working order on the date of closing.

9. Seller agrees not to participate in any way, either directly or indirectly, in a business similar to that being sold to the Buyer, within a radius of * miles from this business, for a period of _________ years from the date of closing.

10. Between the date of this Agreement and the date of closing of the Sale, the Seller agrees to carry on the business in the usual manner and agrees not to enter into any unusual contract or other agreement affecting the operation of the business without the consent of the Buyer.

11. The Buyer represents that it is financially capable of completing the purchase of this business and fully understands its obligations under this Agreement.

12. Buyer agrees to carry hazard and liability insurance on the assets of the Business in the amount of $____________ and to provide the Seller with proof of this coverage until the Promissory Note is paid in full. However, the risk of any loss or damage to any assets being sold remain with the Seller until the date of closing.

13. Any additional terms:




14. No modification of this Agreement will be effective unless it is in writing and is signed by both the Buyer and Seller. This Agreement binds and benefits both the Buyer and Seller and any successors. Time is of the essence of this agreement. This document, including any attachments, is the entire agreement between the Buyer and Seller. This Agreement is governed by the laws of the State of ________________________ .



Dated: ______________________________, 20 ____

______________________________
Signature of Seller


DBA _________________________
Name of Business


A(n) ____________________ (state of operation) sole proprietorship

____________________
Signature of Buyer


State of ___________________
County of _________________

On ________________________, 20 ________ , _________________________ personally came before me and, being duly sworn, did state that he/she is the person who owns the sole proprietorship described in the above document and that he/she signed the above document in my presence on behalf of the sole proprietorship and on his/her own
behalf.

______________________________
Notary Signature
Notary Public, In and for the County of _________________________
State of ______________________
My commission expires: ____________________


State of ___________________
County of _________________

On ________________________, 20 _________ , ________________________ personally came before me and, being duly sworn, did state that he/she is the person described in the above document as the Buyer and that he/she signed the above document in my presence.

______________________________
Notary Signature
Notary Public, In and for the County of _________________________
State of ______________________
My commission expires: ____________________


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