Pre-Transaction Strategy
- Non-disclosure agreements before information is shared
- Letters of intent, heads of terms and exclusivity
- Structuring: which assets, which liabilities, and asset or share purchase
Business Asset Purchases · IP Transfers · TUPE · Consents
Asset Sale and Acquisition Service
Buy the assets you want, without inheriting the risks you do not.
An asset purchase lets you choose what you buy and leave historic liabilities with the seller. It also means every asset, contract and consent must be transferred properly. We handle the detail, with particular strength in intellectual property, technology and media assets.
What We Handle in an Asset Deal
We act for buyers and sellers of business assets, from the first conversation to the transfer of title and post-completion adjustments.
Comprehensive Due Diligence
- Legal title, charges and encumbrances over the assets
- Key customer, supplier and licence agreements
- IP ownership, registrations and chain of title
- Premises, employees and regulatory permissions
Transaction Documentation
- The Asset Purchase Agreement, warranties and indemnities
- Bills of sale, assignments and novations
- IP assignments and transitional licences
- Disclosure, completion deliverables and post-completion adjustments
Consents, Licences & TUPE
- Counterparty consents to assign or novate contracts
- Landlord consents for leased premises
- Sector-specific licences and regulatory approvals
- TUPE transfers, employee information and consultation
The Assets We Transfer
Intangible Assets
- Trade marks, copyright, patents and designs
- Proprietary software, source code and platforms
- Content libraries, catalogues and media rights
- Trade secrets, know-how and domain names
Operational Assets
- Customer databases, transferred lawfully under data protection law
- Key customer and supplier contracts
- Business names, websites and social media accounts
- Goodwill
Tangible Assets
- Plant, machinery and specialist equipment
- Stock and inventory
- Leasehold and freehold premises
Workforce Transfers
- Identifying who transfers under TUPE
- Employee liability information and consultation
- Key-person retention and new service agreements
Asset Purchase vs Share Purchase
| Feature | Asset Purchase | Share Purchase |
|---|---|---|
| What is bought | Specific identified assets and liabilities | The entire company, through its shares |
| Liability exposure | Selected liabilities only; historic risks usually stay with the seller | The buyer inherits all past, present and unknown liabilities |
| Third-party consents | Often many: contracts, leases and licences must be assigned or novated | Fewer: the company stays the same, subject to change-of-control clauses |
| Employees | Usually transfer under TUPE | Stay employed by the same company |
| Tax | Can create opportunities for capital allowances; VAT and transfer of a going concern need checking | The company's tax history stays with it, so a tax covenant is essential |
Tax treatment depends on your circumstances. We work with your accountants or tax advisers on structure.
Specialist Focus, Commercial Pragmatism
IP-Rich Assets Are Our Specialism
The value of many businesses lies in brands, software and content. We make sure ownership is proved, transferred and recorded properly.
Solutions, Not Just Risks
We do not just identify problems. We find commercial solutions, such as specific indemnities, retentions or transitional licences, that let the deal complete.
Principal-Led, Joined-Up Advice
Our principal solicitor leads your transaction, with IP, employment, data protection and lease issues handled together.
From Kick-Off to Completion
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Strategic Assessment
We assess the deal, the assets and the best structure for it.
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Due Diligence
We check title, contracts and IP, and look for hidden liabilities or charges over the assets.
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Drafting & Negotiation
We negotiate the Asset Purchase Agreement to protect your position, including warranties and indemnity limits.
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Completion & Transition
We oversee the transfer of title, consents, IP recordals and post-completion adjustments.
Related IP Ownership Work
Proving and securing ownership is at the heart of every IP-rich asset transfer.
Software Ownership and Chain of Title
Reviewed development agreements and residual developer claims for a SaaS platform whose software ownership dispute was delaying a €15 million investment, and set out the documentation needed to confirm ownership.
Read the full instruction →Tiger Content Ltd — International Illustration Commission
Drafted an international commissioning agreement securing full, exclusive title for Tiger Content Ltd from illustrators in the United States and South Africa.
Read the case study →Anonymised and high-level. Past work does not guarantee a particular outcome in any future matter.
Led by Our Principal Solicitor
Asset transactions are led by Peter Adediran, founder and principal solicitor, who has advised on company commercial, intellectual property and technology law for over 25 years.
Internet Lawyer Since 1999
Over 25 years in commercial, IP and technology law
Published Author
A Practical Guide to Business, Law & the Internet (Kogan Page, 2002)
MBL Seminars Partner
International CPD training for 286,000+ professionals across 73 countries
SRA Regulated
Authorised and regulated by the Solicitors Regulation Authority (No. 827265)
Asset Purchase Questions
What is the difference between an asset purchase and a share purchase?
In an asset purchase, the buyer chooses the specific assets and liabilities it takes on, such as equipment, IP, contracts and goodwill, and the seller company stays with the seller. In a share purchase, the buyer acquires the company itself, together with its whole history and liabilities. Asset deals give more control over risk but need each asset, contract and consent to be transferred individually.
Do employees transfer on an asset purchase?
Usually, yes. Where an asset purchase is a transfer of an undertaking, the TUPE Regulations 2006 automatically transfer the employees assigned to that business to the buyer on their existing terms, with their continuity of employment. Both buyer and seller have information and consultation duties, and dismissals because of the transfer are automatically unfair unless there is an economic, technical or organisational reason.
How are contracts transferred to the buyer?
The benefit of many contracts can be assigned, but the burden cannot be transferred without the other party's agreement, which usually requires a novation. Many contracts also require consent to any assignment. We identify the key customer, supplier and licence agreements early and plan the consents needed, so revenue is not lost at completion.
How is intellectual property transferred in an asset deal?
IP must be expressly assigned, usually in writing and signed by the assignor. Registered trade marks, patents and designs should then be recorded at the UK Intellectual Property Office and any overseas registries. Software, domain names, social media accounts and unregistered rights need their own transfer steps, and any licensed-in IP needs consent from the licensor.
Is VAT payable on the purchase of a business's assets?
A sale of business assets is normally subject to VAT, but if the business is sold as a going concern and the conditions are met, the transfer of a going concern rules can treat the sale as outside the scope of VAT. The conditions are technical, so we work with your accountants or tax advisers on the structure and the drafting of the purchase agreement.
What due diligence is carried out on an asset purchase?
Due diligence focuses on the specific assets being bought: legal title and ownership, charges and other encumbrances, the terms of key contracts and leases, IP ownership and registrations, employees who may transfer under TUPE, and any licences or regulatory permissions needed to run the business.
How long does an asset purchase take?
A straightforward asset purchase can complete within a few weeks once heads of terms are agreed. Third-party consents, landlord approvals, regulatory licences and TUPE consultation often decide the timetable, so we plan for them from the start.
How are fees for an asset purchase agreed?
Fees are agreed upfront, based on the size and complexity of the transaction, and set out before work begins. We do not offer free initial consultations, legal aid or no-win-no-fee arrangements.
Schedule a Transaction Consultation
Speak directly with our principal solicitor. Every enquiry is treated in strict confidence.
- Whether you are buying or selling
- The business and the assets involved
- Heads of terms or a draft agreement, if you have them
- Your target completion date and any deadline
Telephone: +44 (0)20 7305 7491
Email: peter@pailsolicitors.co.uk
23 Berkeley Square, Mayfair, London W1J 6HE
Fees are agreed upfront. We do not offer free initial consultations, legal aid or no-win-no-fee arrangements.
Make an appointment
Contact us today to learn how we can help safeguard your success.