A step-by-step guide to drafting an asset purchase agreement (APA) with our free builder
Last updated: August 14th, 2023
Draft, sign, and send your APA in minutes with our APA builder.
If you’ve already built an LOI with our free LOI builder, the APA builder will pull that information through – plus listing data – so you've fewer fields to complete.1. Go to My Deals and click the startup you want to acquire.
2. Click Send APA.
3. Click Build an APA.
4. Check or enter the purchase price (it's pre-filled from your LOI).
- Click All cash, due at closing if you're paying the full purchase price in cash, OR
- Click Additional payment terms post-closing if you've agreed post-closing terms.
5. If you selected Additional payment terms, enter the closing payment amount (minimum 10 percent of the purchase price). This will be pre-filled if you built an LOI.
6. Select your post-closing payment terms. Click Seller financing or Conditional holdback and fill in the details (if you included these terms in your LOI, they'll be pre-filled here).
7. For Seller financing:
- Enter how much seller financing you need
- How often you want to make payments
- The number of total payments
- The interest rate percentage
Some or all of the above might be pre-filled if you added them to your LOI.
8. For Conditional holdback:
- Enter the amount you want to hold back
- The length of the holdback period
- The holdback conditions
Again, some or all of the above will be pre-filled from your LOI.
Don't add a holdback if you’re financing the acquisition with an SBA loan.
9. Select any closing conditions you want to add to your offer.
Consider including transition services, non-competition and non-solicitation agreements, or additional closing conditions.
10. If you want to add post-closing transition services, enter the names of the employees who will provide these services (including the founder or seller).
11. If you want to add non-competition and non-solicitation agreements, enter the names of the employees who will enter into these agreements with you (including the founder or seller). Specify the duration of the agreements for each employee.
12. If you want to add additional closing conditions, enter them in the boxes to the right.
13. Enter the governing law jurisdiction in the box under Additional terms.
14. Choose how you'll manage the exchange of funds and cash:
- Click We agree to use Escrow.com to close your acquisition with our trusted escrow partner for free.
- Click We will use an escrow agent to close using your own escrow service.
- Click We won’t use an escrow service if you don't want to use an escrow service.
We strongly recommend closing with Escrow.com wherever possible. It's safe, trusted, and free, and protects you and the seller from fraud.
15. If you selected We will use an escrow agent, enter your escrow agent’s details (name, company name, email, and phone number). We'll send your escrow agent a copy of your APA to speed things along.
16. If you selected We won’t use an escrow service, click on the payment method you’ll use to transfer funds.
You also have the option to explain why you’re not using escrow.
17. Confirm which assets you’ll acquire. The APA builder automatically pulls the list of assets through from the seller’s listing. If everything looks correct, click Next.
18. If you want to change any of the assets, click Edit assets. Click the plus sign to add assets and the subtraction sign to remove them from the agreement.
19. Review the APA on the builder page or click Download to view the offer as a PDF.
20. If you want to edit the APA, select the down arrow next to each section, review the terms, and click Edit.
21. Type your signature in the box. If you're signing on your own behalf, click As an individual and type your first and last names into the boxes. Click Continue to sign.
22. If you're signing on behalf of a company, click As a company and enter the business entity name and your job title. Click Continue to send.
23. Download a copy of the APA for your records and type a message to the seller. Then click Send APA.
24. Sit back and wait for the seller to respond. They’ll either accept or reject your APA.
If they reject it, you can build a new asset purchase agreement. If they accept it, you’re one step closer to closing your deal.
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