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.