Business Purchase Agreement Checklist
A business purchase agreement should address parties and structure, purchased assets or equity, excluded items, assumed liabilities, consideration, price adjustments, closing deliverables, representations, covenants, conditions, indemnification, restrictive covenants, transition obligations and dispute terms. Qualified counsel must tailor the agreement to the transaction and governing law.
Confirm the transaction perimeter
- Identify the legal entities, equity or assets transferred, excluded assets, assumed liabilities and obligations retained by the seller.
- Match schedules, titles, contracts, intellectual property, permits, employees and real estate to the defined perimeter.
- Confirm required third-party consents and whether failure to obtain one changes closing.
Define price and adjustment mechanics
- State cash at closing, seller notes, earnouts, escrows, holdbacks and assumed obligations.
- Define cash, debt, working capital, transaction expenses and other adjustments with a sample calculation.
- Coordinate purchase-price allocation and reporting obligations with tax advisers.
Allocate pre-closing and post-closing risk
- Representations describe facts; covenants govern conduct; conditions determine whether closing must occur; indemnification allocates specified losses.
- Review caps, baskets, survival periods, exclusions, insurance and recourse limits together.
- Avoid treating schedules as clerical attachments; they often contain the transaction-specific exceptions.
Build the closing and transition checklist
- List signed documents, funds flow, lien releases, consents, certificates, keys, credentials, records, notices and authority changes.
- Assign responsibility for employees, benefits, customers, vendors, systems, insurance, taxes and post-close assistance.
- Confirm that the final documents use consistent amounts, dates, names and definitions.
Decision checklist
Frequently asked questions
Is an asset purchase agreement different from a stock purchase agreement?
Yes. The ownership transferred, liability treatment, consents, tax considerations and document structure differ materially.
What are representations and warranties?
They are contractual statements about specified facts. Their scope, exceptions, survival and remedies require legal review.
What belongs on disclosure schedules?
Schedules identify assets, contracts, liabilities, exceptions and other transaction-specific information required by the agreement.
Can this checklist replace an attorney?
No. It is an issue-spotting guide. Qualified transaction counsel should draft and negotiate the definitive agreement.
Primary sources and further reading
Methodology reviewed 2026-09-26. Educational information only. Transaction, lending, tax, accounting and legal outcomes depend on the facts and current rules; use qualified advisers.