- Why Draft Your Asset Purchase Agreement With Our Builder?
- How to Draft an Asset Purchase Agreement in Minutes
- Draft Your APA With the Builder
- Upload an APA and Send It
- What Happens When Both Parties Sign the Asset Purchase Agreement?
- Is an asset purchase agreement (APA) legally binding?
- Can I save my APA for later?
- How many times can I revise the APA?
- How do I cancel the APA?
- Can I negotiate an APA before signing it?
- What are post-closing transition services?
- What are non-solicitation and non-competition agreements?
- Do I have to add closing conditions?
- Do I have to use an escrow service?
- Should I hire legal counsel to review my APA?
- Can I use the LOI Builder for a stock purchase acquisition?
- What is an asset acquisition?
- The listed assets don’t match what we agreed – can I change them?
- Can the seller change the details of my APA?
You and the seller have agreed on terms and want to cement the deal. What’s next? Draft and sign an asset purchase agreement (APA) to codify the terms of your acquisition. But if you’ve never built an APA before, you might find it time-consuming and stressful – intimidating, even.
Today you can say goodbye to many of those worries with the launch of our APA Builder – a modular, guided, done-for-you legal document right within your Acquire.com workflow. No templates to download or legal fees to pay, and most fields are prefilled from your offer.
You’ll navigate various legal docs as you enter the acquisition process. From signing non-disclosure agreements (NDAs) to negotiating letters of intent (LOIs), there’s no end of acronyms to learn. And deciphering all that legalese can get costly with lawyer fees.
Our Builder helps you draft an asset purchase agreement in minutes, with legal definitions, standard wordings, and customizable conditions. Combined with our LOI Builder and automatic NDAs, your counsel may bill fewer hours. And that’s more money in your pocket.
That said, none of our legal document builders – including the APA Builder – substitutes legal advice. Before digitally signing any legal document, please download and share a copy with counsel for approval. Our wordings work for most acquisition scenarios but not all.
Why Draft Your Asset Purchase Agreement With Our Builder?
Many of you have told us that drafting an APA is the most challenging part of an acquisition, often pushing you to seek legal help when you might not need it. In reality, the APA wording is fairly straightforward, and you might only need a lawyer to review the final draft.
As a result, the APA Builder allays your fears over the legalese while also saving you money on lawyer fees. We still recommend hiring counsel to approve the final wording, especially when selling a large or complex business, but that final step should be short and affordable.
Our APA Builder is the world’s first to consolidate the legal wording typical in agreements of this type with the details of your acquisition. Not only does it combine the most common APA terms and conditions, but it also prefills fields from your LOI to save you time spent double keying.
As a result, you move from initial offer to final terms in one smooth step. If terms have changed since sending your LOI, just update the fields. Didn’t use Acquire.com to send your LOI? No problem. Enter the details as prompted, and the builder will draft the APA from scratch.
Before you sign, please download and review the wording, and if you’re unsure about any of the terms and conditions, consult with legal counsel.
How to Draft an Asset Purchase Agreement in Minutes
The APA Builder is so simple, you can draft, sign, and share in under five minutes. You access the APA Builder once you enter the due diligence phase of your acquisition and the seller has accepted your LOI. Find the Send APA button next to your deal status (below).
Draft Your APA With the Builder
1. Click Send APA.
2. Click Build an APA.
3. Enter the purchase price (prefilled if you built an LOI) and then click Next.
4. Select any closing conditions (prefilled if you built an LOI). The Builder will prompt you to enter additional details where necessary. Then click Next.
5. Enter any additional terms (prefilled if you built an LOI) and then click Next.
6. Enter escrow conditions (prefilled if you built an LOI). Usually, buyers and sellers split the Escrow.com fee. Then click Next.
7. Select the assets you’re acquiring. This is prefilled from the seller’s listing, but if you’ve agreed on anything different, click Edit assets and update the fields. Finally, click Next.
8. Review and sign your APA. Click each section to expand it, and click Edit section if you want to update it. When you’re happy everything looks good, download and review the APA wording – with counsel, if you’re unsure of anything.
Once you’re ready to send your APA, click Continue to sign.
9. Digitally sign your APA by typing your name into the field. You can sign on behalf of yourself or an entity (such as an acquiring company). Click Continue to send.
10. Enter a message to the seller (optional) and then click Send APA.
That’s it! We’ll notify the seller that they’ve received an APA to sign. They can then view, download, and edit the APA before signing it so that they’re also happy with the wording and can consult with counsel if necessary.
It’s normal for an APA to go through several revisions before both parties sign. If a seller rejects your APA, it might simply be a starter pistol for further negotiations. Likewise, if a buyer sends you an APA, don’t feel obligated to accept everything as stated – negotiate if necessary.
Upload an APA and Send It
You don’t have to build your APA with our builder, but we strongly recommend you send your APA through the builder to leave a clear, indelible audit trail of your acquisition.
- Click Send APA (same step as #1 above).
- Click Upload it now instead of Build APA.
- Enter the purchase price, upload your APA, and add an optional message to the seller.
- Click Send APA.
What Happens When Both Parties Sign the Asset Purchase Agreement?
Once you and the other person in the transaction have signed the APA, you’ll move into escrow. Buyers start escrow by depositing funds to Escrow.com. Once that’s done, the seller will receive a notification to transfer the assets. Then, once both parties are happy, the deal closes.
Is an asset purchase agreement (APA) legally binding?
Yes, an asset purchase agreement (APA) will usually contain terms and conditions that are legally binding. Please ensure you understand the legal implications of your APA’s wording, and if you’re in any doubt, consult with an attorney.
Can I save my APA for later?
Yes, the APA Builder saves your progress as you go through it, and when you make it to the end, you can also save your APA before sending it.
How many times can I revise the APA?
You or the seller can revise the APA as often as you need to close the deal. There are no limits, but as soon as both of you sign, the APA is binding unless both of you cancel the agreement.
How do I cancel the APA?
You can’t cancel an APA after you’ve sent it to the seller. Instead, ask the seller to reject it. You can then revise and resend your APA.
Can I negotiate an APA before signing it?
Absolutely! Buyers and sellers can negotiate the wording of an APA up until the moment both parties sign it. Buyers can revise the wording after a seller rejects it, and sellers can propose revised wording along with their rejections.
What are post-closing transition services?
A seller or any number of their employees might offer to help with the transition after the acquisition closes. As a result, these employees should enter into new employment agreements with the buyer when they take over. This condition is optional when building your APA.
What are non-solicitation and non-competition agreements?
If key employees leave a business you’re acquiring, prevent them from poaching your customers or starting competing enterprises for a specified period of time with non-solicitation and non-competition agreements. Both are optional conditions when building your APA.
Do I have to add closing conditions?
No, you don’t. But if you know that key staff are leaving the business when you take over, or you need help with some aspect of the business post-acquisition, consider applying conditions that enforce certain actions or responsibilities on the seller and their employees’ side.
Do I have to use an escrow service?
No, but we strongly recommend that you do this to protect yourself and the seller from fraud. Our partner Escrow.com handles all on-platform acquisitions so you can close safely and with confidence.
Should I hire legal counsel to review my APA?
You don’t have to but it’s wise to get a professional option, especially in bigger acquisitions. We take no responsibility for any mistakes, misrepresentations, or misunderstandings while using the APA Builder, so please review your APA carefully before signing it.
Can I use the LOI Builder for a stock purchase acquisition?
No, all acquisitions on Acquire.com are asset purchase acquisitions only. We can’t support stock purchases at this stage (but maybe in the future!).
What is an asset acquisition?
An asset acquisition is where a buyer Acquires the assets of a company but the seller retains ownership of its legal liabilities. Buyers often prefer asset sales because they can pick and choose what assets they want and liabilities they don’t. The asset purchase agreement (APA) defines the assets in an asset acquisition.
The listed assets don’t match what we agreed – can I change them?
Yes, you or the seller can change the list of assets by clicking Edit assets. Then add, remove, or update the listed assets from the table that opens on the right side of the APA Builder.
Can the seller change the details of my APA?
Yes. When a seller rejects your APA, they can propose alternative terms and conditions, sign the revised APA, and then send it back to you. You’re not obligated to accept their revisions, of course, and can resend a new APA if you want to negotiate further. You can save a lot of back and forth, however, by communicating with the seller over chat before revising your APA.
The content on this site is not intended to provide legal, financial or M&A advice. It is for information purposes only, and any links provided are for your convenience. Please seek the services of an M&A professional before any M&A transaction. It is not Acquire’s intention to solicit or interfere with any established relationship you may have with any M&A professional.