Asset purchases
We help clients review what assets are being bought, what liabilities are excluded, what consents are needed, and what closing documents should be prepared.
Corporate Law Service
Purchase & Sale Of Businesses
Buying or selling a business requires careful review of assets, liabilities, contracts, employees, tax issues, ownership records, and closing terms. Sawan Law House LLP helps clients move through business transactions with practical legal support.
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Buying or selling a business is a major transaction, even when the business is small. The deal may involve assets, shares, employees, contracts, leases, debts, intellectual property, customer relationships, licences, and tax considerations.
Sawan Law House LLP helps purchasers and vendors understand the structure of the transaction and the legal documents needed to complete it. We review the deal terms, identify risk, prepare or revise documents, and help clients move toward closing with clearer expectations.
The best transaction documents do more than record a price. They explain what is being sold, what is excluded, what must happen before closing, who is responsible for what, and what remedies apply if a statement or obligation turns out to be wrong.
This page provides general information only and is not legal advice. Business transactions can have legal, tax, accounting, employment, and regulatory consequences, and you should speak with the appropriate advisors before taking or delaying any step.
How We Help
Focused support for each stage of your matter.
Share purchases
We assist with transactions where the buyer acquires shares and may inherit the corporation's contracts, liabilities, records, and history.
Due diligence
We help purchasers review corporate records, contracts, leases, employees, debts, litigation, licences, privacy, and operational risks.
Vendor protection
We help sellers structure representations, warranties, payment terms, releases, transition obligations, and post-closing protections.
Closing documents
We prepare and review bills of sale, share transfer documents, resolutions, assignments, non-competition terms, and other closing records.
Negotiation and risk review
We help clients understand deal terms, holdbacks, adjustments, indemnities, conditions, and closing risks before signing.
Our Process
A clear path from first conversation to next steps.
1
Understand the deal structure
We review whether the transaction is an asset sale, share sale, hybrid arrangement, or preliminary letter of intent.
2
Review due diligence
We organize the corporate, financial, contractual, employment, lease, tax, and regulatory records that affect the deal.
3
Draft and negotiate
We help prepare or revise the agreement, conditions, schedules, representations, warranties, indemnities, and closing requirements.
4
Close and transition
We assist with signing, records, payments, assignments, post-closing obligations, and transition details.
What To Prepare
Helpful documents for your consultation.
You do not need to have everything ready before contacting us, but these items can help us understand your situation faster.
- Letter of intent, term sheet, draft purchase agreement, or signed agreement
- Corporate records, minute book, shareholder records, and ownership documents
- Financial statements, tax records, debts, liens, accounts payable, and accounts receivable
- Material contracts, leases, supplier agreements, customer agreements, and licences
- Employee records, payroll information, benefit plans, and contractor agreements
- Asset lists, inventory records, equipment leases, intellectual property, and privacy records
Common Questions
Buying and selling business questions clients often ask.
Is an asset purchase different from a share purchase?
Yes. In an asset purchase, selected assets and liabilities are usually transferred. In a share purchase, the buyer acquires the corporation itself, including its history and many existing obligations.
Why does due diligence matter?
Due diligence helps identify debts, contracts, leases, litigation, tax issues, employee obligations, ownership problems, and other risks before closing.
Should the agreement be reviewed before signing a letter of intent?
Yes, if possible. A letter of intent can shape the deal and may include confidentiality, exclusivity, deposit, or binding terms.