Asset purchase agreement checklist

Read the document to make sure it meets your needs and that you’ve provided all of the necessary information about the sale. In particular, make sure that both parties are aware of all of the warranties made in the Agreement. 

Remember that, if you have any questions, you can Ask a lawyer for advice.

Make sure the seller has sent the buyer a disclosure letter regarding the warranties they are making in the Asset Purchase Agreement. This should occur before the Asset Purchase Agreement is signed. Ask a lawyer if you need help making a disclosure letter.

If any employees are being transferred under the Agreement (ie so that their employer becomes the buyer rather than the seller), their details must be inserted in the schedule to the Agreement headed ‘Employees’. If you’re not sure which details to include, you can Ask a lawyer for help.

Signatories (ie representatives) for the buyer and the seller must both sign the Agreement.

The date of the Agreement is the date on which the parties sign, if that is the same day. If they sign on different days, the date of the Agreement is the day on which the last person signs. The Agreement may start on the date of the Agreement or, if the parties specify so, at another time (eg after completion).

You can sign your Asset Purchase Agreement by either:

• signing online using RocketSign, or

• signing in print

Each party should keep their own original signed Agreement.

A copy of your Asset Purchase Agreement will also be stored automatically in your Rocket Lawyer account ‘Dashboard’.

There are certain steps that the buyer must take after the Agreement is signed. These include: 

• paying stamp duty and Stamp Duty Land Tax (SDLT), if applicable

• paying VAT, if applicable. VAT is chargeable on the transfer of most assets used in a business, assuming that the seller is a taxable person

• assigning or novating the benefits and/or burdens of contracts with the business’ customers and suppliers

• carrying out administrative matters, for example, handling insurance, payroll, VAT, and pensions matters