Electronic contract template · US-COMPANY-TRANSFER-2026.1
Company Transfer Agreement
Listing reference: sample-company-ca. Both parties should have counsel review this template for the transaction structure, governing jurisdiction, and final schedules.
1. Parties and transaction
The parties identify themselves, their signing authority, the target entity, its jurisdiction and entity type, and whether the transaction transfers equity interests or specified assets.
2. Price and closing
The transaction summary and schedules control the price, deposit, payment conditions, closing deliverables, approvals, taxes, and allocation of expenses.
3. Seller representations
The seller represents authority to transfer and must accurately disclose ownership, capitalization, taxes, debts, liens, litigation, personnel, intellectual property, contracts, licenses, and regulatory matters.
4. Buyer due diligence
The buyer may retain independent lawyers, CPAs, registered agents, and other advisers. Any platform verification is limited to the stated scope and does not guarantee suitability or absence of risk.
5. Taxes and allocation
Each party remains responsible for taxes imposed by law. For an applicable business-asset acquisition, the parties must document price allocation and consistently file required forms, including Form 8594 when applicable.
6. Non-transferable items
Bank and payment accounts, credit history, insurance, government permits, professional licenses, and material contracts do not transfer automatically and require lawful third-party approval.
7. Indemnity and limits
The definitive schedules must state indemnity scope, thresholds, caps, survival periods, and exceptions for breached representations, assumed liabilities, taxes, and third-party claims.
8. Platform role
Entitytax LLC is not a party, broker, lawyer, CPA, escrow agent, registered agent, or due-diligence opinion provider. It supplies listing, matching, communication, signature, and payment technology only.
9. Platform boundary
To the maximum extent permitted by law, the platform does not guarantee profit, value, undisclosed liabilities, third-party performance, or decisions based on independent-provider reports.
10. Disputes and complete agreement
The parties must select governing law and forum or arbitration terms. This agreement, its transaction summary, and schedules form the complete agreement and may be amended only in a signed record.
11. Electronic signatures
The parties consent to electronic records and signatures. Each signature is associated with the fixed document version, timestamp, account, IP address, and available device evidence.