The business sale agreement is the last step before closing the deal. It’s the document that puts your agreement in writing. An asset agreement and a stock or membership interest purchase agreement are essentially the same, except for a few key differences. The business sale agreement includes many extra terms including the parties, sales price, assets or business purchase identification, payment terms, liabilities, representations, closing terms, dispute resolution procedures and many more provisions.
If the sale is owner financed, the parties will also need a promissory note, security agreement, UCC financing statements, deed of trust, etc. If the owner provides services to the buyer, the owner will need an employment agreement, consulting agreement, or offer letter depending on what the owner will do. If the owner does not provide services, the parties will need to consider a non-compete agreement.
If the sale is an asset sale, then the parties will need a bill of sale to transfer the assets from the seller to the buyer. They will also need to assign leases, other contracts, and the rights to intellectual property such as copyrights, trademarks, and patents.
The buyer and seller should not rely on each other’s oral promises. Everything should be in writing.