A step-by-step guide to drafting an asset purchase agreement (APA) with our free builder
Last updated: November 22nd, 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.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 to 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.
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).
Enter the business type(s) and activities the employees can't pursue under the agreement. Then specify the duration of the agreements for each employee.
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.
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.
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 send.
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.
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.
Still need help?
Please search the help desk again or contact us at support@acquire.com.