Asset Purchase Agreement - No Property (Business Sale — England & Wales)

When you're buying or selling a business by way of its assets, the stakes are just as high as any share deal — but the legal framework is entirely different. This lawyer-drafted Asset Purchase Agreement is the complete, transaction-ready document used by UK law firms in live deals, giving you the full protection you need on both sides of the table, without the law firm price tag.

What This Template Does

An Asset Purchase Agreement governs the sale and purchase of a business through its underlying assets — rather than its shares. This means the buyer selects precisely what they are acquiring: the contracts, the employees, the stock, the book debts and the goodwill, while leaving behind the liabilities they do not want to inherit.

Getting this document right is critical. This is not a simplified approximation. It is the real thing.

What's Inside

This template covers every stage of the transaction, from the identification of assets through to post-completion obligations:

• Interpretation — A comprehensive definitions section establishing the precise meaning of every key term used throughout the agreement, ensuring clarity and eliminating ambiguity

• Sale & Purchase Mechanics — Governs exactly what is being acquired, on what terms, and with what title — with a detailed Asset Schedule setting out the specific assets included in the transaction

• Purchase Price & Completion — Sets out the agreed consideration and the mechanics for payment on Completion, alongside a structured Stock Valuation schedule for businesses where trading stock forms part of the deal

• Warranties — A full suite of seller warranties covering the business and its assets, with detailed warranty provisions set out in a dedicated Schedule giving the buyer comprehensive contractual protection

• Limitations on Claims — Commercially balanced thresholds, time limits and exclusions, reflecting standard market practice in UK asset transactions

• Apportionments & Prepayments — Ensures a fair financial split between buyer and seller for outgoings that straddle the Completion Date

• Liabilities — Seller & Buyer — Clearly delineates which liabilities transfer to the buyer and which remain with the seller, one of the most commercially critical elements of any asset deal

• VAT — Addresses the VAT treatment of the transaction, including the transfer of a going concern provisions where applicable

• Employees — Governs the transfer of employees under TUPE, with a dedicated Employee Schedule identifying the transferring workforce and their obligations

• Contracts — Deals with the novation and assignment of key business contracts, ensuring continuity of trading relationships post-Completion

• Book Debts — Sets out how outstanding invoices and receivables are handled between the parties following Completion

• Data Protection — Ensures the transfer of business data complies with applicable UK data protection legislation

• Post-Completion Restrictions — Non-compete, non-solicitation and non-dealing covenants protecting the goodwill the buyer has paid for

• Confidentiality & Announcements — Controls on disclosure of deal terms and post-Completion communications

• Governing Law — Drafted under English law with exclusive jurisdiction of the courts of England and Wales

Who Needs This

This agreement is essential for:

• Business owners selling their trade and assets who need a robust, professionally drafted document that protects their position and clearly defines what is — and is not — being sold

• Buyers acquiring a business who want certainty over what they are purchasing, the warranties they are receiving, and the liabilities they are — and are not — taking on

• Entrepreneurs and first-time acquirers approaching their first asset deal who need an institutional-quality starting point without paying five-figure drafting fees

• SMEs and owner-managed businesses where a share sale is not the right structure, and a clean asset acquisition is the preferred route

• Operators in any sector where goodwill, contracts, employees and stock are the core value of the business being transferred

Why Buy From Us

This agreement has been used in real transactions by qualified UK lawyers. Every clause — from the TUPE employee provisions to the VAT treatment and post-completion restrictions — reflects how asset deals are actually structured and negotiated in the UK market. You receive a fully editable Word document, ready to be tailored to your transaction with the relevant parties, figures and asset details.

The document your lawyer would charge thousands to draft. Yours today, for a fraction of the cost.