ContractsCounsel Logo

Business Sale Agreement

Clients Rate Lawyers on our Platform 4.9/5 Stars
based on 10,572 reviews
No Upfront Payment Required, Pay Only If You Hire.
Home Types of Contracts Business Sale Agreement

Jump to Section

A business sale agreement is a legal document that outlines the terms and conditions of a sale of a business in California. This agreement is a critical component of any business sale, as it ensures that both the buyer and seller are clear on the transaction details and can protect their interests. The agreement typically includes details such as the purchase price, payment terms, warranties and representations, and any conditions for sale. This document can be customized to meet the parties' specific needs and is often drafted by attorneys with expertise in business law.

Essentials of Business Sale Agreement

A business sale agreement is a crucial legal document that outlines the terms and conditions of the sale of a business in California. Here are some of the essential elements that are typically included in a business sale agreement:

  • Purchase Price

    The purchase price is the amount of money the buyer agrees to pay the seller for the business. This amount may be paid in full at closing or structured as payments over time.

  • Payment Terms

    Payment terms outline how the purchase price will be paid. This may include a down payment at closing, with the remainder paid over time, or it may be paid in full at closing.

  • Warranties and Representations

    Warranties and representations are statements the seller makes about the business being sold. These statements may include details about the business's financial performance, ownership structure, or legal compliance.

  • Condition of the Business

    The condition of the business is often a key component of the sale agreement. This may include a requirement that the business is in good condition during the sale or that certain repairs or improvements be made before the sale is finalized.

  • Employee Issues

    Employee issues may be addressed in the sale agreement. This may include provisions for retaining employees, handling employee benefits, or addressing any legal issues related to employees.

  • Assets and Liabilities

    The sale agreement will also specify which assets and liabilities are included. This may include physical assets such as property and equipment and intangible assets such as intellectual property or customer lists.

  • Closing Conditions

    The closing conditions are the requirements that must be met before the sale is finalized. This may include obtaining financing, necessary regulatory approvals, or resolving outstanding legal issues.

Importance of a Business Sale Agreement

  • Protects Both Parties

    A well-drafted business sale agreement protects both the buyer and seller by ensuring that each party's interests are clearly defined and that they have agreed to the terms of the transaction.

  • Legal Requirements

    California has certain legal requirements for the sale of a business, and a business sale agreement can help to ensure that these requirements are met. For example, certain types of businesses may require a permit or license to operate, and the agreement can specify who is responsible for obtaining these permits.

  • Payment Terms

    A business sale agreement sets out the payment terms of the transaction, including the purchase price and any payment schedule. This helps to avoid misunderstandings or disputes over payment.

  • Condition of the Business

    The agreement can outline the condition of the business at the time of the sale, including any required repairs or improvements. This helps to avoid disputes over the condition of the business after the sale is completed.

  • Employee Issues

    Employee issues can be a significant concern in a business sale. The agreement can address how employees will be treated, including retention, benefits, and other related matters.

  • Assets and Liabilities

    The agreement can specify which assets and liabilities are included in the sale, helping to avoid disputes over ownership or responsibility for debts.

Meet some lawyers on our platform

Bryan B.

259 projects on CC
CC verified
View Profile

Danny J.

7 projects on CC
CC verified
View Profile

Ryenne S.

604 projects on CC
CC verified
View Profile

Forest H.

199 projects on CC
CC verified
View Profile

Key Terms

  • Purchase Price: The amount of money the buyer agrees to pay for the business.
  • Assets: The tangible and intangible properties of the business being sold, such as equipment, inventory, trademarks, and goodwill.
  • Liabilities: The debts and obligations the business owes, which the buyer may assume as part of the sale.
  • Due Diligence: Investigate the business to determine its value, risks, and potential liabilities.
  • Representations and Warranties: Statements made by the seller regarding the business, its assets, and its operations, which are intended to assure the buyer and protect them from future legal issues.
  • Closing Date: The date on which the sale of the business is completed and ownership and control of the business are transferred to the buyer.
  • Non-Compete Agreement: A contract that prohibits the seller from competing with the buyer's business for a specified period of time after the sale.
  • Escrow: A third-party account that holds the purchase price until all conditions of the sale are met.
  • Earnout: A portion of the purchase price contingent on the business's future performance.
  • Confidentiality Agreement: A contract that protects the confidentiality of sensitive information about the business and its operations during the sale process.


A business sale agreement is a crucial document in California that outlines the terms of a business sale transaction and protects both the buyer and the seller. The agreement covers key issues such as the purchase price, payment terms, business conditions, employee matters, assets and liabilities, and legal requirements. A well-drafted agreement can help avoid disputes and misunderstandings and ensure a smooth and successful business sale. It is advisable to consult with an experienced business attorney to draft a comprehensive agreement that meets the parties' specific needs.

You can click here to get started if you want free pricing proposals from vetted lawyers that are 60% less than typical law firms. By comparing multiple proposals for free, you can save the time and stress of finding a quality lawyer for your business needs.

Need help with a Business Sale Agreement?

Create a free project posting

Meet some of our Business Sale Agreement Lawyers

Antoine D. on ContractsCounsel
View Antoine
4.8 (3)
Member Since:
February 7, 2022

Antoine D.

Free Consultation
Fort Lauderdale
8 Yrs Experience
Licensed in FL
Howard University School of Law

In his firm, Talented Tenth Law, Antoine focuses on helping people maximize their protection and prosperity in the courtroom and the boardroom. His firm’s services include representing people in lawsuits involving breach of contract, many types of civil lawsuits and helping business owners win government contracts among other things.

Diana M. on ContractsCounsel
View Diana
5.0 (1)
Member Since:
September 22, 2020

Diana M.

Patent Attorney
Free Consultation
Boca Raton, FL
12 Yrs Experience
Licensed in FL, TX
Florida Coastal School of Law

Diana is a registered patent attorney and licensed to practice law in Florida and in federal courts in Florida and in Texas. For nearly a decade, Diana has been known as the go-to brand builder, business protector, and rights negotiator. Diana works with individual inventors, startups, and small to medium-sized closely held business entities to build, protect, and leverage a robust intellectual property portfolio comprising patents, trademarks, copyrights, trade dress, and trade secrets.

Daehoon P. on ContractsCounsel
View Daehoon
4.7 (116)
Member Since:
November 26, 2021

Daehoon P.

Corporate Lawyer
Free Consultation
New York, NY
9 Yrs Experience
Licensed in NY
American University Washington College of Law

Advised startups and established corporations on a wide range of commercial and corporate matters, including VC funding, technology law, and M&A. Commercial and Corporate Matters • Advised companies on commercial and corporate matters and drafted corporate documents and commercial agreements—including but not limited to —Convertible Note, SAFE, Promissory Note, Terms and Conditions, SaaS Agreement, Employment Agreement, Contractor Agreement, Joint Venture Agreement, Stock Purchase Agreement, Asset Purchase Agreement, Shareholders Agreement, Partnership Agreement, Franchise Agreement, License Agreement, and Financing Agreement. • Drafted and revised internal regulations of joint venture companies (board of directors, employment, office organization, discretional duty, internal control, accounting, fund management, etc.) • Advised JVs on corporate structuring and other legal matters • Advised startups on VC funding Employment Matters • Drafted a wide range of employment agreements, including dental associate agreements, physician employment agreements, startup employment agreements, and executive employment agreements. • Advised clients on complex employment law matters and drafted employment agreements, dispute settlement agreements, and severance agreements. General Counsel • As outside general counsel, I advised startups on ICOs, securities law, business licenses, regulatory compliance, and other commercial and corporate matters. • Drafted or analyzed coin or token sale agreements for global ICOs. • Assisted clients with corporate formations, including filing incorporation documents and foreign corporation registrations, drafting operating and partnership agreements, and creating articles of incorporation and bylaws. Dispute Resolution • Conducted legal research, and document review, and drafted pleadings, motions, and other trial documents. • Advised the client on strategic approaches to discovery proceedings and settlement negotiation. • Advised clients on employment dispute settlements.

Elizabeth W. on ContractsCounsel
View Elizabeth
5.0 (5)
Member Since:
December 11, 2021

Elizabeth W.

Legal Counsel
Free Consultation
Minneapolis, MN
7 Yrs Experience
Licensed in MA, RI
Suffolk University Law School

Liz is an experienced insurance professional, having worked with carriers and brokers for over 10 years. She can review or draft a variety of commercial agreements and is here to help your business. Specialties include: Master Service Agreements, business process outsourcing, marketing and partnership agreements, broker agreements, business associate agreements, and NDAs.

Philip M. on ContractsCounsel
View Philip
Member Since:
December 13, 2021

Philip M.

Free Consultation
San Diego
6 Yrs Experience
Licensed in CA
Thomas Jefferson School of Law

I have been a freelance attorney for several years and have many of my clients returning to me for continued work because of the quality I produce.

Amy Sue L. on ContractsCounsel
View Amy Sue
Member Since:
January 4, 2022

Amy Sue L.

President, Concierge Legal
Free Consultation
Washington, DC Metropolitan Area
27 Yrs Experience
Licensed in CA, DC, PA, VA
Pepperdine University School of Law

Ms. Leavens is a corporate attorney with 10 years of experience as the General Counsel, Chief Compliance Officer and Corporate Secretary of a Congressionally chartered, non-profit corporation, and more than 20 years of experience as an advisor to executive officers and boards of directors in for-profit and non-profit organizations. She has substantial experience within in-house legal departments managing cross-functional teams comprised of multiple business units and attorneys on large-scale mission critical projects, and within a global law firm as a manager of public and private, domestic and international, multi-party business transactions. She has unique experience implementing government-sponsored business initiatives. Ms. Leavens was honored in 2015 as one of Washington, D.C.’s Top Corporate Counsel by Bisnow and the Association of Corporate Counsel; nominated in 2014 for the Association of Corporate Counsel (WMACCA) Outstanding Chief Legal Officer Award; and the recipient in 2014 of WMACCA’s Community Service Award.

Elizabeth V. on ContractsCounsel
View Elizabeth
Member Since:
January 6, 2022

Elizabeth V.

Corporate Counsel
Free Consultation
Indianapolis, IN
10 Yrs Experience
Licensed in IN
IU McKinney School of Law

Most of my career has been as in-house counsel for technology companies. My responsibilities included managing all vendor/procurement contracts and compliance, customer/partner/reseller contracts and compliance, data security/privacy compliance and incident responses, HR/employment issues, and legal operations. I am very comfortable negotiating Commercial Contracts, Vendor Agreements, and Procurement Contracts for goods, services, and licensing, as well as addressing Employment & Labor, Intellectual Property, and Data Privacy issues and compliance. I specialized and have a certificate in IP in law school and continued to develop in that area as in-house counsel for Interactive Intelligence, Genesys, which are unified communication companies, and KAR Global in the automobile digital services lines of business.

Find the best lawyer for your project

Browse Lawyers Now

Need help with a Business Sale Agreement?

Create a free project posting
Business lawyers by top cities
See All Business Lawyers
Business Sale Agreement lawyers by city
See All Business Sale Agreement Lawyers

ContractsCounsel User

Recent Project:
Sale purchase agreement for LLC
Location: Massachusetts
Turnaround: A week
Service: Drafting
Doc Type: Business Purchase Agreement
Number of Bids: 6
Bid Range: $1,000 - $2,500

ContractsCounsel User

Recent Project:
evaluating sales contract received for my company
Location: Maryland
Turnaround: Less than a week
Service: Contract Review
Doc Type: Business Purchase Agreement
Page Count: 35
Number of Bids: 5
Bid Range: $500 - $7,500
User Feedback:
Very satisfied with service
related contracts
See More Contracts
other helpful articles

Need help with a Business Sale Agreement?

Create a free project posting

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city