Er en handelsagentaftale det samme som en overdragelsesaftale?

Nej, slet ikke. En handelsagentaftale handler om et løbende samarbejde, hvor en agent sælger produkter på vegne af en anden virksomhed. Skal du sælge selve virksomheden, er det en virksomhedsoverdragelsesaftale – i sin specifikke form enten en aktie- eller aktivoverdragelsesaftale – du har brug for.

Skal jeg kalde det en aktieoverdragelsesaftale eller bare en overdragelsesaftale?

Det mest præcise er at bruge "aktieoverdragelsesaftale", hvis det netop er kapitalandele, der overdrages. "Overdragelsesaftale" er ikke forkert, men er en løsere, mindre præcis betegnelse.

Er en købsaftale det samme som en overdragelsesaftale?

I daglig tale bruges de ofte om det samme, men "overdragelsesaftale" – eller den mere specifikke aktie-/aktivoverdragelsesaftale – er den betegnelse, der bruges i professionel dansk M&A-praksis.

Kan jeg finde en enkelt standardskabelon, der passer til alle virksomhedssalg?

Ikke helt – indholdet varierer efter, om der er tale om en aktie- eller aktivoverdragelse, og efter virksomhedens konkrete forhold. Du kan dog downloade vores skabelon til en overdragelsesaftale som udgangspunkt, og herefter tilpasse den med hjælp fra en rådgiver.

Transfer Agreement: The Right Name — and the Complete Guide to What It Should Contain

Note: This article describes Danish legal terminology and agreement types specifically, as used in Danish M&A practice.

Few documents are as decisive in selling a business as the agreement that actually transfers the company from seller to buyer. Yet there's considerable confusion about what the agreement is actually called, and what it should contain — confusion not helped by several completely different agreement types sharing part of the name. This guide first clarifies what the agreement is NOT, then what the correct term is, and finally — in full depth — what it should contain, whether it's a small or large one among the many businesses for sale on the market.

First: What the agreement is NOT

A "commercial agency agreement" is something entirely different from the agreement you need to sell your business. A commercial agent is an independent trader who, for compensation, brokers sales or purchases on behalf of another business (the principal) — either by securing orders or entering agreements in the principal's name. The relationship is governed by the Danish Commercial Agents Act, which builds on an EU directive, and concerns an ongoing collaborative relationship around selling goods — not transferring a business to a new owner. If you need an agreement to have an agent sell your products in a new market, it's a commercial agency agreement you're looking for. If instead you're selling the business itself, it's an entirely different type of agreement you need — and that's what the rest of this guide covers.

So what's the correct name for the agreement?

Here's the full clarification of the terms you'll encounter — from the broadest to the most precise:

Business transfer agreement — the overarching term

This is the broad, generic term for any agreement transferring a business or part of it to a new owner, whether it happens as a sale of shares or of individual assets. It's the most correct term to use when speaking generally about the agreement type, without being more specific about how the deal is actually structured.

Share purchase agreement (also called an SPA)

The specific term when what's being transferred is the capital shares in the company — the shares in a public limited company (A/S) or the interests in a private limited company (ApS). Here the buyer takes over the company as a legal entity, with all the rights and obligations that entails. In larger and international deals, the English abbreviation SPA (Share Purchase Agreement, or Share Sale and Purchase Agreement) is often used, which is also the term used in English generally.

Asset purchase agreement (also called an APA)

The specific term when it's not the company itself, but selected assets — for example fixtures, inventory, customer relationships and rights — that are transferred to a new legal entity. Internationally this is often called an APA (Asset Purchase Agreement).

"Transfer agreement" and "purchase agreement" as looser terms

In everyday speech — and in many templates — "transfer agreement" is used alone, or simply "purchase agreement", as a looser, less precise term for the same document. It's not wrong, but it's not the most precise term either, if you want to be fully correct.

So what's the most correct thing to call it?

The short conclusion: use "business transfer agreement" as the overarching, correct term when speaking generally — and the more precise "share purchase agreement" or "asset purchase agreement" when you know the specific form of transfer. This is the terminology Danish lawyers and advisors themselves use, and the one you should stick to if you want to avoid mixing up the concepts with, for example, a commercial agency agreement.

If you're unsure which of the two transfer forms is right for your specific business, you can read more in our walkthrough of when the Transfer of Undertakings Act applies to a share purchase (currently in Danish) — including the key difference in what happens to employees, contracts and obligations in the two models.

Signing and closing — two different points in time

A transfer agreement is typically signed at a point when conditions may still be outstanding — for example regulatory approvals or final financing. The actual completion ("closing") is the point when these conditions are met, and when the purchase price is actually exchanged, and the business formally changes hands. The agreement should clearly distinguish between the two points in time and describe what happens between them.

The complete walkthrough: What should the agreement contain?

Below we go through all the main elements a well-developed transfer agreement should contain — and where relevant, we reference our other in-depth articles on the individual topics, so you can go further with the full background on each point.

1. Parties and definitions

Full identification of seller and buyer (name, registration number, address), plus a definitions list for the key terms used throughout the agreement.

2. Background

A brief description of the business, the background for the sale, and what the parties have agreed on overall.

3. What's being transferred

A precise specification of what's transferred — capital shares in a share transfer, or a specific list of assets, contracts and rights in an asset transfer.

4. Transfer date (Closing)

The specific point in time for the handover, and what practically needs to happen on the day itself.

5. Purchase price and payment

The purchase price itself, payment terms, and any mechanisms like an earn-out, where part of the price depends on the business's future results. Many deals build on a "cash-free, debt-free" principle, where the seller keeps surplus cash but must deliver an agreed level of working capital — something often adjusted based on the business's operating budget and latest accounts. If there's disagreement about the valuation, the agreement should refer to the method originally used to set the price.

6. Conditions for completion (Closing conditions)

Any conditions that need to be met before the deal can be completed — for example regulatory approvals, financing contingencies, or that specific contracts have been correctly transferred.

7. Seller's warranties (warranty catalogue)

One of the most central elements of the agreement. The seller here provides a number of warranties about the business's affairs, which the buyer can rely on if they turn out not to hold. A thorough warranty catalogue should at minimum cover:

Ownership and corporate matters: That the seller genuinely has the right to transfer what the agreement covers, and that the company is lawfully incorporated and registered.
Accounts and finances: That the most recently filed accounts and any budgets give a true and fair view of the business's financial position.
Tax matters: That the business is correctly registered for tax and VAT, and that there are no unresolved tax matters.
Employee matters: That employment relationships are correctly disclosed, and that there are no hidden obligations. Read the full walkthrough of employees' rights under the Transfer of Undertakings Act and the rules for dismissing employees in a business transfer (currently in Danish).
Contractual matters and partnership agreements: That the business's material agreements are valid, and that there are no undisclosed change-of-control clauses that could be triggered by the deal itself. See our in-depth walkthroughs of what to watch for with exclusive distribution agreements, dealer agreements and supplier agreements (currently in Danish) in a business sale.
Intellectual property and data: That the business owns or has legal rights to its trademarks, systems and data, including that any data processing agreements are in place where relevant.
Responsibility and ESG: If the business has a documented responsibility policy or ESG data, it can advantageously be included as part of the basis for the warranties in this area, particularly toward a buyer who themselves works with responsibility in a structured way.
Environmental matters: That the business complies with applicable environmental legislation, and that there are no known contamination issues.
Disputes and claims: That there are no pending lawsuits or claims not disclosed to the buyer.

8. Buyer's warranties

Typically fewer and less extensive than the seller's, but should at minimum confirm that the buyer has the necessary financial capacity and authority to enter the agreement and complete the payment.

9. Liability limitation

Most transfer agreements limit the seller's liability for breach of warranty in several ways: an overall cap on how much the seller can be liable for in total, a de minimis threshold for individual claims, an overall basket threshold before claims can be made at all, and a time limit (limitation period) for how long after the takeover the buyer can raise claims. The specific levels vary considerably from deal to deal and should always be set with advice that knows the specific case — there's no fixed standard that fits every deal.

10. Indemnification for known risks

Beyond the general warranties, the agreement should contain specific indemnification for concrete, known risks identified during due diligence — for example wind-down costs not yet incurred at the time of transfer, such as a lease that needs terminating, or an employee whose departure has already been decided. Here the agreement should precisely establish which party bears the specific cost.

11. Non-compete and non-solicitation clause for the seller

A provision preventing the seller from starting a competing business or contacting former customers for a period after the sale — often one of the most important provisions for the buyer, if a large share of the value is tied to the seller's personal relationships.

12. Employees

A reference to how employees transfer to the buyer under the Transfer of Undertakings Act, and how and when they should be informed. See our full walkthrough of how to inform employees about a business sale.

13. Transferred contracts and partnership agreements

A specific list of the agreements transferred as part of the deal — including any exclusive distribution, dealer or supplier agreements — and a clarification of which of them require the counterparty's consent to be transferred.

14. Confidentiality

Most sale processes already begin with a confidentiality agreement (NDA), but the transfer agreement itself should also contain a forward-looking confidentiality provision — covering both the content of the agreement itself and information the parties have exchanged along the way.

15. Costs

A clear provision on who pays for what — generally each party pays their own advisors, while any shared costs should be explicitly allocated.

16. Breach and termination

What happens if one of the parties materially breaches the agreement, both before and after closing.

17. Governing law and venue

Which country's law the agreement is subject to, and whether any disputes are settled in court or by arbitration.

18. Exhibits

Most transfer agreements are supplemented by a number of exhibits: a detailed warranty catalogue, a disclosure letter (where the seller specifically discloses exceptions to the warranties), a list of transferred contracts, and copies of employment contracts and the latest annual accounts.

Frequently asked questions

Is a commercial agency agreement the same as a transfer agreement?

No, not at all. A commercial agency agreement concerns an ongoing collaboration, where an agent sells products on behalf of another business. If you're selling the business itself, it's a business transfer agreement — in its specific form either a share or asset transfer agreement — that you need.

Should I call it a share purchase agreement or just a transfer agreement?

The most precise is to use "share purchase agreement" if it's specifically capital shares being transferred. "Transfer agreement" isn't wrong, but is a looser, less precise term.

Is a purchase agreement the same as a transfer agreement?

In everyday speech they're often used interchangeably, but "transfer agreement" — or the more specific share/asset transfer agreement — is the term used in professional Danish M&A practice.

Can I find a single standard template that fits every business sale?

Not entirely — the content varies depending on whether it's a share or asset transfer, and on the business's specific circumstances. You can, however, download our transfer agreement template (currently in Danish) as a starting point, and then adapt it with help from an advisor.

Need help sorting out your specific transfer agreement? Book a no-obligation call with us.