Can I use an online template for a business sale agreement?

Templates are easy to find and cheap, and a sale agreement looks like something a careful person could fill in. The trouble is that a business sale is built around the particular business: its assets, contracts, people and risks. A form written for everyone fits no one well. Used properly, though, a template can still save you some time.

What a template usually leaves out

Generic forms handle the terms that decide who carries risk after closing in boilerplate, if at all: what the seller promises about the business, how much of the price is held back and for how long, what help the seller gives during a transition and what the seller agrees not to do afterward. They also leave the schedules blank, and the schedules are where the real subject of the sale is described.

Where a template can help

Reading one is a good way to learn the vocabulary and the usual headings. You can mark the clauses you do not understand and bring them to your lawyer. Better still, use it to write an issues list: what you want to cover that the form does not. Your lawyer then drafts from your priorities, not from a blank page.

The risk of filling it in yourself

A form that looks complete can hide gaps you cannot see. The parties may have different expectations that no clause settles, and a dispute after closing is a costly way to find out. Mismatched terms in a form can also conflict with other documents, such as a lease or a financing agreement.

Using one with your lawyer

Tell your lawyer you have a template and share it. Ask which parts are useful and which to discard. Ask how the lawyer will handle the schedules and what you need to gather. Your accountant should read the price and tax-related terms as well.