Business Transfer Agreement

The free, complete template for the actual agreement that transfers your business – with a warranty catalogue, liability limitation and allocation of wind-down costs.

Note: This template is drafted under Danish law and is intended for a business transfer governed by Danish law. It is provided as an English translation for your convenience.

The business transfer agreement is the actual document that transfers your business from you to a buyer – either as a share transfer or an asset transfer. If you're unsure exactly what the agreement should be called, and what each item in it covers, read our full walkthrough of the right name for the agreement, and what it should contain, before using the template.

Is this the right document for you? This agreement is used to transfer the actual business to a new owner. It's not the same as an exclusive distribution agreement or an ordinary distributor agreement, which concerns an ongoing sales partnership, not selling the business itself. If you just need to protect information before negotiations begin, it's our confidentiality agreement (NDA) you need instead. If you're unsure which document fits your situation, see the full overview on our documents page.
Important to know: This template is deliberately comprehensive, because a business transfer agreement is one of the most important documents in a business sale. The template covers both transfer forms in a single document – choose the relevant form and remove what doesn't apply to your deal. The template does not replace individual legal advice.

What does the template contain?

  • Parties, definitions and background
  • What's being transferred – shares or assets
  • Transfer date (signing and closing)
  • Purchase price and payment, including cash-free/debt-free, earn-out and escrow
  • A full warranty catalogue: ownership, finances, tax, employees, contracts, intellectual property, responsibility/ESG, environment and disputes
  • Liability limitation: cap, de minimis thresholds and claim period
  • Indemnification for specific, known risks
  • Non-compete and non-solicitation clause for the seller
  • Employees under the Danish Business Transfers Act
  • Transferred contracts and consent requirements
  • Allocation of wind-down costs between buyer and seller
  • Confidentiality, costs, breach, governing law and appendix list

Who's the template for?

The template is for you if you're selling or buying a business and want a complete starting point before going further with a lawyer. It's deliberately built to cover most of the areas we go into more depth on elsewhere on the site – including wind-down costs, exclusive distribution agreements, supplier agreements and employees' rights – so you have everything gathered in one place.

Download as PDF or Word:

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The template is free and does not constitute legal advice. A business transfer agreement should always be reviewed by a lawyer experienced in business transfers before it's signed. Book a no-obligation call if you'd like help.

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Read more about the transfer agreement

Transfer Agreement

The Transfer Agreement: What Should It Contain, and How Does It Differ From the Letter of Intent?

Where the letter of intent describes the intent, the transfer agreement is the final, binding agreement that actually transfers the business.

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Letter of Intent

Letter of Intent (LOI) When Selling a Business: What It Should Contain

Before you start an expensive due diligence process, the key terms should be clarified in writing. That's the purpose of a letter of intent.

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Due Diligence

Due Diligence When Selling a Business: What Gets Examined — and How to Prepare

Due diligence often determines whether a deal gets completed — and at what price. Good preparation makes the process faster and less stressful.

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