An asset sale involves selling specified business assets rather than the shares of a company. This can allow a seller to dispose of selected parts of a business while retaining others and allows the parties to identify which assets and contractual liabilities are to transfer. Some obligations may nevertheless pass by operation of law, including certain employment liabilities under TUPE.
Selling business assets — whether property, equipment, intellectual property or goodwill — requires careful legal structuring so that the transaction reflects the parties’ commercial objectives and applicable legal requirements. Our corporate solicitors advise businesses on asset sales from initial planning through to completion.
We provide comprehensive support throughout the asset sale process:
- Asset identification — Defining exactly what is included: property, equipment, stock, IP, contracts, goodwill.
- Asset Purchase Agreements (APAs) — Drafting and negotiating the main contract governing the sale.
- Contract assignment — Advising on novation, assignment and third party consents.
- TUPE and employee transfers — Managing employment obligations when staff move with the business.
- Warranties & indemnities — Allocating risk and protecting your commercial position.
- Completion & post completion — Managing signing, payment, asset transfer and regulatory filings.
We advise a wide range of clients involved in asset sales:
- Business owners selling part or all of their operations
- Companies restructuring or divesting assets
- Investors and buyers acquiring specific business assets
- Partnerships and LLPs transferring operational components
- Sole traders selling equipment, goodwill or trading rights
