Free Business Purchase Agreement Templates

Looking to buy or sell a business? A Business Purchase Agreement (BPA) is essential for ensuring a smooth and secure transaction. These agreements outline key terms like purchase price, assets, liabilities, and responsibilities, protecting both buyers and sellers from disputes. Here’s a quick guide to the best free BPA templates available online:

• Rocket Lawyer: Step-by-step builder for asset-only transfers. Includes non-compete clauses and tax allocation options.
• LegalTemplates.net: Ideal for asset purchases. Tailored with a 4-minute questionnaire and state-specific adjustments.
• TemplateLab: Offers 41 free templates for various transactions. Best for simple business sales.
• eForms: Flexible for full business ownership transfers. Covers both asset and stock purchases.
• LawDistrict: Easy-to-use template for assets, stocks, or LLC units. Includes restrictive clauses and indemnity terms.
• CocoDoc: Quick online editor for small business deals. Covers payment terms, asset lists, and closing conditions.
• LawDepot: Interactive platform for detailed agreements. Suitable for business transfers with restrictive clauses.

Each template serves different needs, from asset-only deals to full entity transfers. Always consult a legal professional to review your final document to ensure compliance with state laws and avoid potential pitfalls.

How to Write a Business Purchase Agreement [Lawyer Templates Available]

1. Rocket Lawyer Business Purchase Agreement Template

Rocket Lawyer offers a widely-used template for business acquisitions, designed to simplify the process of creating a legally binding agreement. Using an interview-style builder, the platform walks you through each step, ensuring all necessary details are included.

Customizable Sections

This template covers both tangible assets (like land, inventory, and fixtures) and intangible assets (such as trade names, goodwill, and customer databases). The section on purchase price allows you to specify payment methods - whether it's cash, check, or wire transfer - along with details about earnest money deposits and tax allocations based on fair market value.

It also includes representations and warranties for both parties, addressing legal authority, tax compliance, clear title, and the absence of pending litigation. You’ll find customizable fields for closing details (such as time, date, and location) and conditions that must be met before finalizing the deal. Additionally, non-compete and non-solicitation clauses can be tailored to define geographic scope and duration, preventing the seller from starting a competing business or recruiting your employees. Once completed, the template is easy to review and edit as needed.

Format

After completing the online interview, the agreement is available in your preferred format. You can download it as a Microsoft Word document or view it as a PDF. Rocket Lawyer also offers RocketSign®, which enables electronic signatures, removing the need for in-person signing. If adjustments are required, the Word version can be edited directly.

Best Use Case

This template is perfect for small to medium-sized business owners handling asset-only transfers, which help avoid taking on the seller’s liabilities. It’s a cost-effective solution for creating a clear, written record of rights and obligations, without the expense of hiring a traditional law firm.

Limitations

The template is not suitable for service-based contracts - it’s specifically designed for transactions involving goods or business entities. While the document is legally binding, it’s advisable to have an attorney review it for larger or more complex transactions. Rocket Lawyer members can use the "On Call®" service to consult with a network attorney, who can review the customized document or provide answers to specific legal questions.

2. LegalTemplates.net Business Asset Purchase Agreement

LegalTemplates.net offers a business asset purchase agreement crafted by attorney Harvey Barbee, J.D. Since 2015, the platform has processed over 20 million documents, making this template a trusted option for buyers looking to transfer specific business assets while avoiding unwanted liabilities. With a 4.8/5 star rating from 42 user reviews and 464 downloads, it’s a popular choice for streamlined asset transactions.

Customizable Sections

The agreement is tailored through a quick, 4-minute guided questionnaire. Users can specify the assets being transferred - such as equipment, inventory, intellectual property, and licenses - while clearly excluding items they don’t want. It also allows for detailed allocation of the purchase price across categories like equipment, inventory, and goodwill, including deposit amounts.

"A business asset purchase agreement is a contract for buying specific assets rather than the entire company. It gives the buyer the ability to take only the assets they want and leave anything that isn't part of the deal." – LegalTemplates.net

The template includes sections to determine which liabilities the buyer will assume and which will remain excluded. It also features seller representations to confirm ownership, authority to sell, financial accuracy, and that there are no undisclosed liens. Buyers can customize non-compete and non-solicitation clauses to protect their interests after the transaction. Additionally, the template is state-specific, adapting to local laws such as California’s bulk sale regulations. Once completed, the agreement is instantly available for download.

Format

The agreement is provided in both PDF and Microsoft Word formats [11,17]. While the PDF version is ready to use, the Word document allows for further edits if needed after the initial customization.

Best Use Case

This template is ideal for buyers who want to acquire specific assets without taking on the seller’s liabilities. It’s particularly useful for small to mid-sized business owners who need a legally reviewed contract quickly and affordably. However, before finalizing the deal, ensure that any key contracts or permits tied to the assets can be transferred, as some may require third-party approval.

Limitations

This agreement is specifically designed for asset purchases and doesn’t cover the acquisition of entire companies or real estate transactions. While the document is attorney-approved, it’s wise to consult an accountant or attorney to review the final draft, especially to address any complex legal or tax-related concerns.

3. TemplateLab 41 Free Business Purchase Agreement Templates

TemplateLab offers an impressive collection of 41 free business purchase agreement templates, designed to help you navigate the sale of an entire business, specific shares, or even parts of a business. These templates are available for free download and were crafted with insights from property litigation attorney Ryan Duffy.

Customizable Sections

What makes these templates stand out is their flexibility and the legal expertise behind their creation. They cover both tangible and intangible assets, making them suitable for a wide range of business transactions. Key customizable sections include:

• Parties and Business Details: Personalize with legal names and entity types like LLCs or Corporations.
• Assets: Specify tangible assets (e.g., vehicles, real estate) and intangible ones (e.g., trademarks, customer lists).
• Liabilities: Include details such as accounts payable or pending legal issues.
• Purchase Price: Outline the total amount, deposit terms, and financing details.
• Representations and Warranties: Allow both parties to confirm their authority and the business's condition.
• Restrictive Clauses: Add terms for non-competition, non-solicitation, and confidentiality.
• Dispute Resolution: Address how conflicts will be handled.

"Including all the right details in this document is critical to ensure that you have a smooth and easy sale process and that you are paid the amount of money that you were expecting." – TemplateLab

This level of customization ensures the template can be tailored to the unique requirements of each business transaction.

Format

All templates are provided in Microsoft Word format (.doc/.docx), making them simple to edit. You can easily input essential details like business names, asset lists, and purchase prices without needing specialized software.

Best Use Case

These templates are particularly useful for small business sales across all 50 U.S. states. They include state-specific versions to comply with local regulations, making them a great fit for straightforward transactions. For example, they’re ideal for family business transfers where parties aim to reduce legal costs while still having a comprehensive agreement in place.

Limitations

While these templates are robust, they are designed specifically for full business sales. They are not suitable for property-only transactions, such as selling real estate without the business entity. Additionally, while the templates provide a strong foundation, they work best if you already understand the key elements your contract should include. Keep in mind that the final document must be notarized to be legally binding.

4. eForms Business Purchase Agreement Template

The eForms Business Purchase Agreement Template is a free, well-regarded resource (5,521 downloads, 4.8/5 rating) designed to facilitate the complete transfer of business ownership.

Customizable Sections

This template offers flexibility to suit various transaction types. You can tailor it for either an asset or stock purchase. Specify which liabilities transfer - whether none, all, or specific ones like accounts payable, taxes, payroll, or leasehold interests. Define the purchase price, select a payment method (bank wire, cash, cashier's check, or installments), include a good faith deposit, set the closing date, and outline a due diligence period. Additionally, you can customize non-compete terms, including scope, duration, and geographic restrictions.

Format

Once customized, the agreement is available in several formats for convenience: PDF, Microsoft Word (.docx), and OpenDocument. Before completing the form, gather key documents like three years of tax records, profit and loss statements, and a detailed asset list.

Best Use Case

This template is best suited for situations where the entire business entity is being transferred, with operations continuing under the same governing laws and all liabilities shifting to the buyer. It’s an excellent choice for small business owners or entrepreneurs handling full entity takeovers who require a legally binding agreement that accommodates both asset and stock transfer options.

"A business purchase agreement (BPA) is a legal document between a buyer to acquire the full ownership of an entity from a seller for a sales price." – eForms

Limitations

For partial acquisitions, a Stock Purchase Agreement is more appropriate. Likewise, if you’re purchasing specific assets without taking over the legal entity or the business won’t continue as usual after the sale, an Asset Purchase Agreement would better suit your needs.

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5. LawDistrict Business Purchase Agreement Template

LawDistrict offers a free Business Purchase Agreement (BPA) template, last updated on January 16, 2026, that can be completed in just five minutes. It's a quick and straightforward option for creating legally sound agreements.

Customizable Sections

This template stands out for its flexibility. You can tailor it to include party names and contact details, a detailed description of the business being sold, and financial terms such as pricing, deposits, and timelines for fund transfers. It supports both asset and stock sales within a single document and allows for the inclusion of restrictive clauses like non-competition and non-solicitation agreements. Additionally, it provides space for indemnity clauses and dispute resolution terms.

Format

The template is user-friendly and available in both PDF and Word formats. This dual-format availability makes it adaptable for different transaction scenarios.

Best Use Case

This template works well for a variety of business transactions, whether you're purchasing an entire company, specific assets, or shares. It provides a clear framework for addressing key elements like assets, liabilities, intellectual property, and employee contracts. It's suitable for a wide range of business types, including sole proprietorships, partnerships, corporations, franchises, retail stores, manufacturing units, and online businesses.

Limitations

While convenient, relying on email for negotiations can lead to misunderstandings or errors that might result in legal disputes. Additionally, certain asset transfers may require special licenses or third-party approvals, adding complexity to the process. For more intricate terms, it's better to discuss them in person or through a video call rather than depending solely on email communication.

6. CocoDoc Free Purchase Agreement Template

CocoDoc offers a free Business Purchase Agreement template that you can either download or complete online. With its "Fill Now" feature, you can customize the agreement directly on the platform without needing extra software. Alternatively, you can download the file for offline use, giving you flexibility in how you choose to work with the document.

Customizable Sections

This template covers essential fields like buyer and seller names and addresses. It also allows you to detail business specifics, financial arrangements (including purchase price, payment methods, deposits, and down payments), product warranties, representations of accuracy, required disclosures, possession and closing dates, closing costs, delivery terms, and notarization. These customizable fields make it suitable for a variety of transaction needs.

Format Options

CocoDoc provides the template in PDF and Microsoft Word formats, and there's an integrated online editor for making quick edits directly on the platform.

Ideal Scenarios for Use

This template is designed to offer a solid legal framework for a wide range of business transactions. It's especially useful for small business deals, such as those involving eateries, retail shops, restaurants, industrial businesses, or professional service offices. Additionally, it’s suitable for high-value transactions involving goods priced at $500 or more. Whether you're dealing with asset sales or share sales, the template is flexible enough to accommodate different transaction structures. It's particularly handy for owner-managed sales where avoiding immediate legal fees is a priority.

Potential Drawbacks

While the template provides a strong foundation, it's important to note that state laws around business sales can vary significantly. This means you may need to make specific adjustments to ensure compliance. For complex transactions, it’s a good idea to have the document reviewed by a professional, like an attorney or accountant. Additionally, state-specific requirements for notarization and financial disclosures should be carefully checked with an expert.

7. LawDepot Purchase of Business Agreement Template

LawDepot offers a user-friendly online tool to create a Business Purchase Agreement in just a few minutes. By answering a step-by-step questionnaire, users can customize their agreement and then print or download the completed document. With over 23 years of experience providing legal solutions, LawDepot has earned a solid reputation, boasting a 4.1/5 rating on Trustpilot based on 7,744 reviews.

Customizable Sections

This template gives you flexibility in structuring your agreement. You can choose between asset sales and share sales (limited to corporations) and specify which assets are included or excluded - such as buildings, equipment, inventory, or intellectual property. Payment terms are also adjustable, allowing you to:

• Set the price on a total or per-share basis.
• Define deposit requirements.
• Choose between lump-sum payments or promissory notes.

Additionally, the template lets you customize restrictive clauses, including non-competition, non-solicitation, confidentiality, and compliance with environmental warranties. It also covers assumed liabilities and employee hiring terms, all within the representations and warranties sections.

Format Options

The agreement is built entirely online through an interactive platform. As you complete each section, you can instantly print or download the document once all fields are finalized. To ensure compliance, the template is tailored to specific state regulations, making it suitable for various types of transactions.

Best Use Case

This template is ideal for business owners looking to transfer an existing entity, whether through asset sales or share sales. It’s especially useful for agreements requiring detailed restrictive clauses and liability protections that adhere to state-specific laws. However, before deciding between an asset or share sale, consulting a lawyer or accountant is highly recommended, as both options carry distinct tax and liability considerations.

Limitations

The template is primarily designed for existing businesses and is not suitable for startups. If you’re selling shares without transferring all issued shares, a separate Share Purchase Agreement is required. LawDepot provides flexible pricing options, including:

• A 7-day free trial (renewing at $49/month).
• A 1-year Pro subscription for $155.88.
• Single-document licenses ranging from $7.50 to $119.

Finally, be sure to verify all representations and warranties. Any false statements could potentially void the contract.

Template Comparison Table

Here’s a breakdown of key differences among the templates to help you choose the one that fits your needs best:

Provider	File Format	Main Customizable Sections	Recommended Use Case	Known Limitations
Rocket Lawyer	Web-based builder	Business description, purchase price allocation for taxes, conduct of business until closing	Great for buyers looking for a guided interview process with tax allocation features	Requires a subscription for full access
LegalTemplates.net	Word, ODT, PDF	Business identity, assets, liabilities, closing date, price	Works well for small business owners, retirees, or corporate acquisitions	Manual adjustments needed for state-specific clauses
TemplateLab	Word, PDF	Standard purchase terms, payment schedules, asset descriptions	Best for general-purpose transactions needing basic documentation	Offers limited interactive legal guidance
eForms	PDF, Word, OpenDocument	Tangible/intangible assets, shares, due diligence, non-compete	Ideal for full entity ownership transfers (Asset or Stock)	Not suitable for partial ownership sales; requires a Stock Purchase Agreement
LawDistrict	PDF, Word	Parties, financial terms, assets/liabilities, restrictive clauses	Perfect for asset, stock, or LLC unit purchases	Relies on a basic fill-in-the-blank format rather than complex legal logic
CocoDoc	PDF, Word	Purchase price, asset lists, payment terms, closing conditions	Great for quick downloads without registration	Limited customization for complex deal structures
LawDepot	Web-based builder	Asset versus share sales, restrictive clauses, assumed liabilities, state-specific provisions	Tailored for business transfers needing detailed restrictive clauses and state compliance	Not ideal for startups; requires a separate Share Purchase Agreement for partial share sales

eForms stands out with over 5,521 downloads and a 4.8-star rating from 340 users. Meanwhile, LawDistrict emphasizes speed, noting its template can be completed in about 5 minutes.

One unique feature of eForms is its "3-point test", which helps determine if a Business Purchase Agreement (BPA) is right for you. For instance, if the business won’t continue as usual or liabilities won’t transfer, you should opt for an Asset Purchase Agreement instead. Each template offers distinct benefits, ensuring various transaction needs are met effectively.

Conclusion

Choose the right template based on your transaction type: an Asset Purchase Agreement works for buying specific assets, a Stock Purchase Agreement is ideal for acquiring full corporate ownership, and a Unit Purchase Agreement suits LLC transfers. For simpler transactions between familiar parties, a basic Business Bill of Sale might suffice. However, more intricate deals often require detailed agreements that include clauses for non-compete, non-solicitation, and confidentiality to safeguard your investment.

Always consult a legal professional to review your final document. State laws can vary widely. For instance, California's Bulk Sale Law mandates that buyers publish a notice in a county newspaper at least 12 days before closing inventory transactions valued between $10,000 and $5 million. Additionally, use a Letter of Intent (LOI) to outline the key terms of your deal and conduct due diligence, such as reviewing recent financial records. As Wonder.Legal explains:

Without a formal business sale agreement, it is as if the business has not been sold at all in the eyes of the law.

Once your legal foundation is in place, focus on identifying your target business. After selecting the appropriate agreement template, platforms like Kumo can help you find businesses that meet your criteria - filtering by revenue, EBITDA, or industry - to simplify your due diligence and closing process.

Templates provide a solid starting point, but they work best when paired with careful research, expert advice, and thorough preparation. Aligning your agreement with your acquisition strategy ensures a smoother, more secure transaction.

FAQs

What’s the difference between an asset purchase agreement and a stock purchase agreement?

An asset purchase agreement lets the buyer pick and choose specific assets and liabilities from a business, leaving the seller responsible for excluded assets and most remaining obligations. This option is often favored when the buyer wants to avoid taking on risks tied to unknown or unwanted liabilities.

On the other hand, a stock purchase agreement transfers the seller's entire ownership in the company to the buyer. With this approach, the buyer takes on all assets, liabilities (even those that might not be immediately apparent), and operational duties. It’s a common choice when the buyer intends to acquire the entire business, including its existing structure and contracts.

How can I make sure my Business Purchase Agreement follows state laws?

To make sure your Business Purchase Agreement (BPA) aligns with state laws, start by using a template designed specifically for the state where the transaction will occur. These templates often include essential details like disclosure rules, tax responsibilities, and filing requirements that vary by location. Many online platforms offer state-specific templates, simplifying the process of addressing these local legal nuances.

Pay close attention to state-specific provisions that could impact your agreement. For instance, some states mandate bulk-sale notifications, lien searches, or specific licensing approvals. To ensure nothing is missed, review the relevant state statutes or consult a local attorney. Additionally, including key elements like asset-versus-stock purchase terms, non-compete clauses, and lease assignments can help ensure your BPA is thorough and compliant.

Finally, always seek advice from a qualified attorney before finalizing the agreement. Even with a detailed template, a legal expert can pinpoint overlooked details, such as tax registrations or industry-specific regulations, that might apply to your transaction. These steps will help you craft a BPA that is legally sound and tailored to your specific needs and location.

What are the advantages of using a business purchase agreement template?

Using a business purchase agreement template can be a real time-saver and help cut down on expenses. With the main structure and language already drafted, all you need to do is fill in the specifics of your transaction. This means you won’t have to start from scratch or pay for an attorney to create an agreement from the ground up. It’s a straightforward way to focus on the unique details of your deal without getting bogged down in the basics.

Another advantage of templates is the clarity and consistency they provide. They come with a well-organized framework that typically includes key elements like party details, asset lists, payment terms, and warranties. This reduces the risk of overlooking important provisions. By clearly laying out responsibilities and expectations, templates help avoid misunderstandings and lower the chances of disputes later on.

Related Blog Posts

• Asset Purchase vs Stock Purchase: Pros and Cons
• Asset vs. Stock Purchases: Tax Benefits and Risks
• Tax Benefits of Asset vs. Stock Purchases in SMB Deals
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