Asset Purchase Agreement Solicitors

Buying or selling business assets carries real risk if the agreement does not match what was agreed. Our solicitors draft and negotiate asset purchase agreements for buyers and sellers, so what is sold, and what stays behind, is clear.

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asset purchase agreeement drafted by solicitors at MAR Legal in Manchester

Why the Structure of the Deal Matters

An asset purchase works differently to a share sale, and the structure changes what needs to be in the agreement. A buyer taking specific assets rather than a whole company needs clear terms on which contracts, staff and liabilities transfer, and which remain with the seller. Employees are often the most overlooked part of an asset deal, since TUPE can transfer staff automatically regardless of what the agreement says. Our solicitors advise buyers and sellers across Manchester and the UK on structuring asset purchases that hold up once completion has happened.

How Our Asset Purchase Agreement Solicitors Help Businesses

Whether you are buying selected assets or selling part of your business, our solicitors structure the deal and the paperwork correctly.

Asset Purchase Agreement Drafting

We draft terms and conditions covering payment, delivery, liability and cancellation, built around how your specific business operates.

TUPE and Employee Transfer Advice

We draft trading terms for business-to-business supply and service relationships, covering credit terms, retention of title and dispute handling.

Asset Purchase Agreement Review

We draft website terms of sale and terms of use for online businesses, covering consumer law requirements alongside your commercial position.

Asset or Share Sale Advice

We draft terms for subscription and recurring payment models, covering renewal, cancellation and what happens when a payment fails.

Due Diligence for Asset Purchases

If your existing terms have not been reviewed in some time, we check them against current consumer law and flag gaps before they cause a problem.

Completion and Post-Sale Support

We advise on how to present and accept your terms correctly, at checkout, sign up or on a quote, so they are incorporated into the contract.

What This Means for You

Clarity on exactly which assets and liabilities transfer.
Reduced risk of unexpected employee or contract liabilities.
Warranties and indemnities that reflect the real risk profile.
Confidence the right structure has been chosen for the deal.
One point of contact from drafting through to completion.

Contact Us for Asset Purchase Agreements

At MAR Legal, generic terms rarely hold up when a dispute actually happens. Whether you’re trading B2B, selling to consumers, or both, we work directly with you to build terms around how your business really operates.

Get in touch today for a no obligation consultation, and let us help you trade with confidence.

When To Seek Advice

Before agreeing heads of terms for an asset purchase.
Before signing an asset purchase agreement, a buyer has drafted.
If TUPE may apply to employees in the business being sold.
Before deciding between an asset sale and a share sale.
If a dispute arises over warranties, price or completion terms.

Meet the Founder

Marium brings 22 years of experience advising UK businesses on corporate, commercial, and dispute resolution matters. She founded MAR Legal to give businesses direct access to senior contract and commercial advice without the overhead of a traditional firm. Marium is an individually practicing Solicitor regulated by the Solicitors Regulation Authority (SRA ID: 277854) & MCiarb. You can verify her active professional credentials on the official Law Society Find a Solicitor Index.

Marium Razzaq
Solicitor & Director Mar Legal
MCIArb

Why Choose MAR Legal for Asset Purchase Agreements

Solicitor Led

Every agreement is drafted or reviewed by our solicitors.

Fast Turnaround

Quick straightforward guidance on structure, risk and completion.

Fixed Fee Pricing

Clear, fixed fee pricing agreed upfront, so there are no surprises on cost.

Commercial Focus

Based in Manchester, we advise buyers and sellers across the UK.

Trusted by buyers and sellers across Manchester and the UK for clear, commercially minded asset purchase advice.

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How Our Asset Purchase Process Works

Initial Consultation

We discuss the transaction and agree a fixed fee for the work.

Structure Check

We confirm whether an asset purchase or share purchase suits the deal.

Drafting or Review

Our solicitors draft new terms or review what has already been proposed.

Sign Off

You receive a final agreement ready to sign, with completion steps explained clearly.

What Our Clients Say

    
 
 
         
   Olamide Aribigbela 
 
 
 
 Trustindex verifies that the original source of the review is Google. Really happy with the service from MAR Legal. They were very professional, helpful and efficient throughout the whole process. They handled all my documents quickly and carefully, and made everything simple and stress-free.

Would definitely recommend MAR Legal to anyone looking for a reliable and professional solicitor!
  
 
        
   Mrs Whitbread 
 
 
 
 Trustindex verifies that the original source of the review is Google. Great service. Very responsive and great at explaining everything I needed. Thanks
  
 
        
   Rachel Marsden 
 
 
 
 Trustindex verifies that the original source of the review is Google. Very professional and clear advice. Easy to understand and handled with appropriate sensitivity and confidentiality.
  
 
        
   Gillian Fletcher 
 
 
 
 Trustindex verifies that the original source of the review is Google. Excellent Service, quick and efficient and clear communications throughout. Thank you.
  
 
        
   Faye McCarthy 
 
 
 
 Trustindex verifies that the original source of the review is Google. I used MAR Legal for a commercial lease on a property in Stockport. Had my initial consultation at their Spinningfields office, where I dealt directly with Marium, one of the directors. She walked me through the lease terms and the timeline upfront, so I knew what to expect at each stage. Would use them again for commercial property work in the Manchester area.
  
 
        
   Chris Johnson 
 
 
 
 Trustindex verifies that the original source of the review is Google. MAR legal helped with ILA which my mortgage lender required. They acted very quickly and at a good price. Great service.
  
 
        
   Arsa Syed 
 
 
 
 Trustindex verifies that the original source of the review is Google. Very professional and helpful. I would definitely recommend using them and will be back if I need any legal work done!!
  
 
        
   Amir Abbou 
 
 
 
 Trustindex verifies that the original source of the review is Google. They provided professional, sharp, and responsive counsel.  their contractual analysis was strong, and their advice was genuinely practical and commercially minded.
  
 
        
   Marc Lawrenson 
 
 
 
 Trustindex verifies that the original source of the review is Google. Very helpful and competative prices
  
 
        
   Stephen Torpey 
 
 
 
 Trustindex verifies that the original source of the review is Google. I can't thank Umar and the team enough for the support they gave us. They went above and beyond to help us, acted with professionalism, care and kindness when we needed it. We will 100% be using the team at Marlegal again as they understand our needs and worked with such efficiency.
  
 
  
  
 
 
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Asset Purchase Agreement FAQs

In a share purchase, the buyer acquires the shares in the company itself, taking on the business exactly as it stands, including its liabilities. In an asset purchase, the buyer acquires specific assets, such as contracts, stock, equipment and goodwill, while the seller’s company continues to exist and retains anything not included in the sale. Buyers often prefer asset purchases because they can leave unwanted liabilities behind, while sellers may prefer a share sale for a cleaner exit.

It can. Where employees work mainly in the part of the business being transferred, their employment usually transfers automatically to the buyer on their existing terms, regardless of what the asset purchase agreement says. This applies whether the buyer wants those employees. Getting TUPE wrong exposes both sides to claims, including unfair dismissal and failure to inform and consult, so it needs to be addressed properly before completion, not treated as an afterthought.

This depends entirely on what has been agreed and should be set out clearly in the agreement itself. It typically covers the value attributed to goodwill, stock, equipment and any intellectual property being transferred, and may be payable in full at completion or partly deferred against future performance. Getting the price allocation right also matters for tax purposes, since different asset categories can be treated differently, so this is usually agreed alongside accountants rather than solicitors alone.

Warranties typically cover the accuracy of information about the assets, confirming the seller owns them outright and they are not subject to any charge or dispute. A buyer will usually also want warranties about the condition of stock and equipment, the status of contracts being transferred, and confirmation there are no undisclosed liabilities attached. The right warranties depend on what is being bought, so a generic list rarely covers everything a specific deal needs.

Contracts do not automatically transfer with an asset sale in the way employees can under TUPE. Most contracts need to be formally assigned or novated to the buyer, which often requires the other party’s consent. Where a key customer or supplier refuses to consent, this can leave a gap in the business the buyer is acquiring, so checking consent requirements early in the process matters more than it might first appear.

Yes, depending on what the agreement says. Warranties and indemnities given at completion can still be claimed against afterwards if they turn out to be inaccurate, usually within a time limit set out in the agreement. Sellers sometimes assume that completion draws a clean line under the transaction, but a well drafted agreement will specify exactly how long warranty claims can be brought and what evidence is needed to bring one.

This varies considerably depending on the complexity of the assets involved and how much due diligence and negotiation is needed. A straightforward transfer of a small set of assets can complete within a few weeks, while a deal involving multiple contracts, employees under TUPE, or contested warranties can take much longer. Agreeing a realistic timeline early, and identifying which third-party consents are needed, helps avoid delays later in the process.

MAR Legal provides asset purchase agreement drafting, review and advisory support. Where a matter involves reserved legal activities or court proceedings, we work alongside appropriately regulated professionals to provide a compliant and joined up service.

Asset Purchase Agreement Lawyers

Why the Structure of the Deal Matters