Change of Ownership Agreement Format: A Guide for Business Owners

The process of changing ownership in a business can be a daunting task, but it is a necessary step for any business owner looking to move on from their current venture. A change of ownership agreement is an essential document that outlines the terms and conditions of the transfer of ownership from one party to another. This article will provide a comprehensive guide on the format of a change of ownership agreement and the key elements that should be included in the document.

1. Introduction

The introduction is the first part of the change of ownership agreement that should outline the purpose of the document. This section should introduce the parties involved in the agreement and provide a brief background about the business being transferred.

2. Purchase Price and Payment

The purchase price should state the amount that the new owner is paying for the business being transferred. This section should also outline the payment terms and conditions, including the terms of the down payment, the due date of the payment, and any penalties or interest charges for late payments.

3. Assets Included in the Transfer of Ownership

This section of the agreement should list all of the assets that are being transferred as part of the change of ownership, including the business name, trademarks, copyrights, licenses, equipment, inventory, and any other assets deemed relevant to the transfer.

4. Liabilities Assumed by the Buyer

The liabilities assumed by the buyer should be listed in this section, including any outstanding debts, taxes, lawsuits, and other legal claims. This section should also outline any indemnification or hold harmless provisions that protect both parties from future legal claims related to the business transfer.

5. Representations and Warranties

This section outlines the representations and warranties made by both parties related to the business transfer. This section should include information related to the title and ownership of the assets being transferred, the business operations, any material contracts and agreements, and any pending legal claims or disputes.

6. Non-Competition and Non-Disclosure Agreement

The non-competition and non-disclosure agreement prohibits the seller from competing with the business being transferred and from disclosing any confidential information related to the business. This section should outline the terms and conditions of the non-compete agreement, including the duration and geographic scope of the restriction.

7. Governing Law and Jurisdiction

The governing law and jurisdiction section should specify the state or country law that governs the agreement and the jurisdiction for any dispute resolution related to the change of ownership agreement.


In conclusion, a change of ownership agreement is a crucial document that outlines the terms and conditions of the transfer of ownership from one party to another. The format of the agreement should include an introduction, purchase price and payment, assets included in the transfer, liabilities assumed by the buyer, representations and warranties, non-competition and non-disclosure agreement, and governing law and jurisdiction. Business owners should ensure that the agreement is tailored to their specific needs and requirements to have a smooth and successful transition of the business ownership.

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