An asset purchase agreement is an agreement between a buyer and a seller that finalizes terms and conditions related to the purchase and sale of a company's assets.
A business purchase can be a tedious process, including how to determine whether to structure as either an asset sale or stock purchase. If you are going ahead with an asset sale, you need a plan of attack and detailed documentation.
What is an asset sale? In an asset sale, only the assets of the business are transferred to the new owner without a transfer of ownership of the actual business entity. A sale of the assets of a business requires a great deal of documentation. Following is a sample checklist of documents and other items for the sale of the assets of a business when real estate is not being transferred.
Checklist A sale of the assets of a business requires a great deal of documentation. Following is a sample checklist of documents and other items for the sale of the assets of a business when real estate is not being transferred.
Documents prepared and signed pre closing
List of Assumed Contracts
List of Liabilities Assumed
Disclosure of Claims, Liens, and Security Interests
List of Trademarks, Trade Names, Assumed Names, and Internet Domain Names
Disclosure of Licenses and Permits
List of Existing Warranty Claims
Obligations to Brokers or Finders
Opinion of Legal Counsel
Required Waivers and Consents
List of Employees and/or Consultants of Seller with whom Buyer shall have reached Agreements or Contracts
Employment or Consulting Agreement(s)
Certified Check or Wire Transfer of Amount Due at Closing
Check to Broker or Finder
U.C.C.-1 Financing Statement
Certificate of Officer of Seller as to Incorporation and Authority (and a certified copy of the authorizing corporate resolutions)
Certificate of Officer of Buyer as to Incorporation and Authority (and a certified copy of the authorizing corporate resolutions)
Assignment of Contracts and Leases
Consents to Assignment of Contracts and Leases, where required
Bill of Sale
Vehicle Title Certificates
Keys to Premises and Vehicles
Asset sales require legal expertise and knowledge of business laws. You will want a knowledgeable business and commercial law attorney on your side through the process. Speak to our office today.
Sarah E. Holmes is a Philadelphia business attorney and strategist that helps start ups and established businesses looking to expand, protect their assets and increase their profits in an approachable, down-to-earth way. When you're looking for a business lawyer in Philadelphia, the Main Line or New Jersey, we can help.