Company purchase agreement: part payment retention
- Solicitor approved
- Plain English makes editing easy
- Guidance notes included
- Money back guarantee
About this document
This document is for selling or buying a single company of any size. It is suitable for low or high value transactions and for absolutely any sort of business.
Although this agreement is drawn for a buyer to use, it can be a valuable tool to either side of the transaction to give an understanding of what should be covered and what possibilities there are for negotiation.
It allows for:
- the sellers to be individual shareholders or a corporate body
- the buyer to be a corporate entity
- part of the price to be paid in shares of an acquiring company
- the remaining part of the price to be paid in cash and retained by the buyer against warranted profit forecasts (for up to a period of three years)
- the final price to be increased if the first year's profit target is met
- the company to own real property - additional warranties are included
Warranties protect the interest of the buyer, who does not have all of the information available to the seller.
It is fair and reasonable for a buyer to demand warranties and for a seller to give them. However, it is quite easy for a buyer to use warranties to improve his original deal. So, if you are a seller do not give a warranty if you do not know whether or not it is true, but do be prepared to go and find out information that could be within your knowledge.
115 warranties sounds too many. You may not need all of them, but you should consider each one. Our warranties are written in plain English. A seller should start with a full set unless he is sure he knows everything there is to know about his proposed acquisition, or the value is very small, or the company is not trading.
The document includes 115 individual warranties in sections relating to:
- No damaging effect of this agreement
- Company structure and operation
- Accounts, cash flow and taxation
- Guarantees and borrowing
- Trading and contracts
- Exceptional regulations
- Intellectual property
- Information technology
Use a shareholder agreement
As buying the company entitles the seller to receive shares as part payment, immediately on completion of the deal, the seller should enter into a shareholders' agreement with the existing shareholders of the buyer.
Other similar documents
We also offer:
- an agreement for selling a shareholding rather than all the shares
- agreements for the sale of assets and / or a business as a going concern
- Agreement for sale
- Purchase price and how made up
- New shares to be issued by buyer
- The retention and the shortfall
- Additional price to be paid for performance over target
- Completion of the deal and delivery of documents
- Trustees' limited warranties
- Restrictive agreement to prevent sellers from competing afresh
- Sellers protection provisions
- Guarantee provisions
- Buyer acknowledgement of inspection
- Particulars of any properties
- Pension arrangements
- Sums for calculation of additional price
This document was written by a solicitor for Net Lawman. It complies with current Irish law.
"I will certainly be advertising your company to other business colleagues.
The lease was like picking up an old favourite novel and understanding everything from the first turn of the page. So easy to read and complete, what a joy and your site was recommended to me by another colleague.
Hope this brings a smile to your face knowing you are making business life easy for people and furthermore the price was just as pleasing.
"Eileen L (Introsports Limited)
"An invaluable service to have at your fingertips and a must have website for any small business owner to have in their favorites."Woods Digital Services
"I liked the document and am a big supporter of templates and independence from solicitors where possible. There are many things we can do ourselves with pro forma templates such as those from your company. The key is to know when to get professional advice and when to go alone. I'll keep an eye for future opportunities to do business with you."KP, Dublin