Asset Sale/Transfer Agreement – Sole Trader to Limited Company (web based business)

This Business Transfer Agreement – Sole Trader to Limited Company (web based business) is a simple short form asset transfer agreement covering the specific situation of a sole trader running a web based business (this could include web developers, e-commerce businesses or any business that primarily conducts its business online) changing the business vehicle through which he/she operates to a limited company and requiring an agreement to document the transfer of his/her business assets (including the software and IPR relevant to a web based business) and liabilities to the new company.

This agreement covers the assets that will generally be owned by a sole trader and require transferring as well as those that specifically relate to a web based business. These include, the goodwill of the business, its physical assets, stock, contracts, premises, web based IPR and software. This agreement also covers what assets will be excluded from any transfer. The consideration for the transfer of the assets is the issue of shares in the new limited company.

By properly documenting the transfer, any future misunderstanding or dispute as to the ownership of the assets should be avoided. This agreement includes the following clauses:

• Interpretation
• Transfer of the Business
• Liabilities
• Consideration
• Completion
• Employees
• General
• Schedule 1 – the sole trade
• Schedule 2 – the company
• Schedule 3 – the excluded assets
• Schedule 4 – assignment of software and IPR
• Schedule 5 – the premises

This agreement has been drafted on the basis that the sole trader will own and control all the shares in the limited company and that the company has already been formed and registered with Companies House. For further information and all the documents required in order to form a limited company, please see our Company Formation documents.

This agreement does not include any reference to tax, please refer to HMRC’s website and seek independent tax advice if necessary.

If you are running a more general business that deals primarily with physical stock, please refer to our Business Transfer Agreement – Sole Trader to Limited Company .

This Business Transfer Agreement (web based business) is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.