Business Transfer Agreement (Drafting)

The Business Transfer Agreement is a very crucial document for completing business transactions as it helps to improve the performance of business post- integration. The transfer of business also lets the company to focus on core areas, thereby optimizing operational synergies. The Business Transfer Agreement is a very crucial document for completing business transactions as it helps to improve the performance of business post- integration. The transfer of business also lets the company to focus on core areas. Name of the Transferee and Transferor should be mentioned along with their authority should be stated clearly. Their addresses should also be mention in business transfer agreement.

This model is beneficial in tax and monetary advantages. According to Income Tax Act, 1961, the slump sale is a transfer of one or more undertakings as a result of the sale, for lump sum consideration, without values being assigned to the individual assets and liabilities.According to Income Tax Act, 1961, the slump sale is a transfer of one or more undertakings as a result of the sale, for lump sum consideration, without values being assigned to the individual assets and liabilities. The Business Transfer Agreement is a very crucial document for completing business transactions as it helps to improve the performance of business post- integration. The transfer of business also lets the company to focus on core areas, thereby optimizing operational synergies.This model is beneficial in tax and monetary advantages. According to Income Tax Act, 1961, the slump sale is a transfer of one or more undertakings as a result of the sale, for lump sum consideration, without values being assigned to the individual assets and liabilities.

Business Transfer Agreement is an agreement between transferor company and transferee company to execute a slump sale where every asset and liability of one or more unit transfer, sell, lease or assign to another for lump sum consideration. It is a type of agreement to get ownership of other businesses. It is one of process through which restructuring of the company is done.

According to Income Tax Act, 1961, the slump sale is a transfer of one or more undertakings as a result of the sale, for lump sum consideration, without values being assigned to the individual assets and liabilities.

The purposes for which businesses are restructured through slump sale are as under:

1.For growth of business

2.Better profits.

3.Restructuring through slump sale attracts only stamp duty on immovable properties.

4.The transferor has to pay capital gain arising from such transfer.

5.The value will be assigned to the business assets and liabilities being acquired.

6.The Business Transfer Agreement is a very crucial document for completing business transactions as it helps to improve the performance of business post- integration. The transfer of business also lets the company to focus on core areas, thereby optimizing operational synergies.This model is beneficial in tax and monetary advantages.

Features of business agreement:

1.Schedule of Assets:  In the business transfer agreement schedule of asset is prepared which is basically a list of all the assets which is present with the business.

2.Schedule of Liabilities: In a similar manner list of liabilities which are present in the business in the business transfer agreement.

3.Detail of creditors:  It contains information regarding the creditors of company along with the names, details of their credit.

4.List of contracts:  All the important contract and their details thereunder shall be prepared and disclosed to the transferee

5.List of employees: In order to carry out integration smoothly it’s important that the list of current employees are to be provided by transferor to transferee

6.Lump-sum consideration: The consideration under business transfer agreement is done through a lump sum amount and not on the basis of specific assets.

7.Name of parties:  Name of the Transferee and Transferor should be mentioned along with their authority should be stated clearly. Their addresses should also be mention in business transfer agreement.

8.Closing date: It is the date under which the whole process of transfer should be completed

Documents


Passport Photo

Passport photo of all parties.


PAN Card

PAN card of all parties.


Aadhar Card

Aadhar card of all parties.


Utility Bill

Utility bill of Electricity or Telephone.


Address Proof

Valid Address Proof of all the parties.


Licence

Valid Driving Licence of all the parties.


Terms and Conditions

Terms and Conditions between the parties.


Other Documents

Other documents will be intimated through e-mail.

FAQ

A Business Transfer Agreement (“BTA”) is structured to give effect to a comprehensive sale of assets and liabilities of one entity to another entity. It is in a form of a purchase and transfer of ownership agreement wherein details regarding the sale of the business and its assets are captured.

A Business Transfer Agreement is a contract used to transfer the ownership of a business from a seller to a buyer. It includes the terms of the sale, what is or is not included in the sale price, and optional clauses and warranties to protect both the seller and the purchaser after the transaction has been completed.

Business is defined under section 2(17) of the Goods and Services Tax Act. When there is a sale of a business from one entity to another, it is called business restructuring, which in itself is a very comprehensive and complicated process.

A Share Purchase Agreement (also called a "Stock Purchase Agreement") is a sales agreement to be used to transfer and assign ownership (shares of stock) in a corporation.

As per section 2(42C) of Income -tax Act 1961, 'slump sale' means the transfer of one or more undertakings as a result of the sale for a lump sum consideration without values being assigned to the individual assets and liabilities in such sales.

A company to give effect to the transfer of shares must follow the following steps: 1. The deed of Share transfer in form SH-4 must be duly executed both by the transferor and the transferee. 2. The share transfer deed must bear stamps according to the Indian Stamp Act, and Stamp Duty must be given in the State concerned.

Agreement to sell – it in this the manner in which the business undertaking shall be sold will be provided. There is no immediate transfer of undertaking but this agreement lists out the intention of the parties. Deed of conveyance – through this agreement, there is a sale or transfer of an undertaking and consideration is paid for such transfer. It is also referred to as a sale deed.