Inventory and stock valuation
How stock is counted, valued and adjusted at closing.
Asset purchase agreement (APA)
Asset purchase agreement for an ecommerce business
Draft, review and negotiate the APA so it states exactly which assets you are buying, what stays with the seller and how you are protected.
Discuss Your AcquisitionOverview
What an ecommerce asset purchase agreement needs to do
Most smaller ecommerce acquisitions are asset deals. You buy the store, brand, inventory, domains and accounts rather than the company that owns them.
An asset purchase agreement is the contract that makes that work. It lists the assets that transfer, excludes liabilities you do not want, sets the price and payment terms, and records the seller's promises about the business. Marketplace templates rarely cover the ecommerce details that matter to a buyer.
Get Legal AdviceWhat It Covers
Key clauses in an ecommerce APA
The sections buyers most often need to strengthen before signing.
A precise schedule of the storefront, domains, trademarks, content, social accounts, supplier relationships, inventory and customer data, plus what stays with the seller.
Buyer Checklist
What to check before signing an APA
Liabilities left behind
Confirm pre-closing debts, refunds, chargebacks and taxes stay with the seller.
Consent to transfer
Supplier, licence and platform contracts that need third-party consent to assign.
IP assignment
A separate signed assignment of trademarks, copyright and domains.
Customer data
Whether personal data can lawfully transfer under the applicable privacy rules.
Claims period and caps
How long you can claim under the warranties and the maximum you can recover.
Our Process
How we handle your asset purchase agreement
FAQ
Frequently asked questions
It is the contract used when a buyer acquires the assets of an online business, such as the store, brand, domains and inventory, rather than the shares of the company that owns them.
Buyer Guides
Related legal guides for ecommerce buyers
Cross-border
Cross-border ecommerce acquisition legal advice
Share / stock purchase
Share and stock purchase agreements for ecommerce businesses
Due diligence
Legal due diligence for buying an ecommerce business
Amazon FBA
Legal advice for buying an Amazon FBA business
Shopify
Legal advice for buying a Shopify store
Acquisition lawyer
Specialist legal counsel for ecommerce business acquisitions
Letter of intent
Letter of intent for buying an ecommerce business
Closing
Ecommerce acquisition closing checklist
Buyer checklist
Buying an online business: the legal checklist
Amazon
Amazon seller account transfer when buying an FBA business
Transition
Transition services agreement for ecommerce acquisitions
Deal terms
Earnouts and seller financing in ecommerce acquisitions
Valuation
Ecommerce business valuation: the legal checks behind the price
Cross-border
Buying a US ecommerce business from the UK or abroad
Have an APA to review?
Tell us about the business you plan to buy and where the deal stands. We will explain the legal support you need.