Heads of Terms – Asset Sale

Agree what is being sold and what is left behind, how the price is split, how staff transfer under TUPE and how VAT is dealt with as a transfer of a going concern.

Editable Word document
15
10pages
Guidance notes included
aml consultancy solutions

Selling or exiting a business

Heads of Terms – Asset Sale

About this document

What it’s for

Heads of terms for the sale of a business and its assets (rather than the shares of a company). They record the assets included and excluded, the liabilities the buyer will and will not take on, the price and its apportionment, and how employees, contracts, premises and VAT will be dealt with. Exclusivity, confidentiality and costs are binding; the rest is subject to contract.

When to use it

  • When a sole trader, partnership, LLP or company sells its business as a going concern
  • When the buyer wants to pick assets and leave historic liabilities behind
  • For a sale of shares, use the Heads of Terms – Share Sale

What’s inside

The document is laid out in the sections below. Each one comes with a plain-English guidance note explaining what it does and what to change.

  1. Status and interpretation
  2. The proposed transaction
  3. Assets to be sold
  4. Excluded assets
  5. Liabilities
  6. Price and apportionment
  7. Payment, deferred consideration and earn-out
  8. Stock, work in progress and completion apportionments
  9. Contracts and third-party consents
  10. Premises
  11. Employees and TUPE
  12. VAT – transfer of a going concern
  13. Other tax matters
  14. Warranties and indemnities
  15. Restrictive covenants and seller’s name
  16. Due diligence, conditions and timetable
  17. Exclusivity
  18. Confidentiality and announcements
  19. Costs
  20. Binding effect and termination
  21. Governing law and jurisdiction

Also included

  • Assets subject to finance
  • Schedule 2 – Transferring Employees (anonymised)
  • Schedule 3 – Key contracts, licences and consents

How to complete it

  • Complete the parties and the asset lists in clauses 3 and 4
  • Fill in the price apportionment in Schedule 1 with your accountant
  • List transferring employees (anonymised) in Schedule 2 and key contracts in Schedule 3
  • Check the VAT going concern conditions in clause 12 with your accountant

Key points to check

  • Only clause 1 and clauses 17 to 21 are binding
  • Employees normally transfer automatically under TUPE – both sides have consultation duties

Our templates are professionally structured starting points for UK businesses, not legal advice. For anything complex, unusual or high-value, have your final version checked by a solicitor.

Included in the pack

Selling or exiting a business

£20

for every document in this category

Editable Microsoft Word files

Guidance notes in every document

Written for UK businesses

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