Real rates and clauses, verified August 2026

Asset Purchase Agreement: Business Purchase Agreement Cost, Clauses and Stock Purchase Agreement Compared

The asset purchase agreement is the document that actually transfers a business. The letter of intent set the price and bought you exclusivity, diligence told you whether the price was real, and this agreement is where all of it becomes binding. It is the longest document in the deal, usually 30 to 60 pages on a small acquisition, and it is the only one where a badly drafted paragraph can still cost you money two years after closing.

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Two things surprise first-time buyers. The first is that it is cheaper than they expect: the average US lawyer fee to draft one is in four figures, not five, and we publish the actual marketplace rates below rather than a range someone invented. The second is that the choice between an asset purchase and a stock purchase is not always yours to make. Since 1 June 2025 the SBA will not finance a partial change of ownership structured as an asset purchase, so on those deals the structure is decided before you sit down to negotiate it. Buyouts is a marketplace for AI SaaS where verified MRR, ARR, growth and churn are published before a listing goes live. Browsing is free, buyer membership is planned rather than currently on sale, listings shown here are illustrative product UI, and nothing on this page is legal or tax advice.

An asset purchase agreement costs about $1,290 to have drafted and $800 to have reviewed, the two structures are taxed and financed differently, and on an SBA partial buy-in the asset structure is no longer permitted at all.

Read firsthand, 26 August 2026

Who drafts the purchase agreement, venue by venue

The document you sign depends far more on where you found the business than most buyers expect. One venue builds the agreement for you inside the platform. Another has no purchase agreement stage at all. Where a provider publishes nothing, this table says so rather than guessing.

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Venue	Who produces the purchase agreement	What it costs you	Escrow at closing
Acquire.com (formerly MicroAcquire)	The platform. Paid members can, in its own words, build, sign and send LOIs and APAs in minutes	Included in buyer membership, published as starting at $390. Premium covers startups priced up to $250k, Platinum covers all sizes	Escrow.com is wired in. You choose who pays: you, the founder, or a 50/50 split
Empire Flippers	Nobody. There is no purchase agreement stage on a listed buy	No legal cost, because there is no negotiated document	No deposit published. A listing is taken with Buy It Now and a bank wire, and in its own words all sales are final
Flippa	Not published on any page we could read	Unverified	Unverified. Its process pages return a Cloudflare challenge to automated requests
Curated brokers: Website Closers, Quiet Light, FE International	Seller counsel normally drafts, buyer counsel marks it up. The broker coordinates rather than drafts	Your own attorney only, so the rates in the table above apply	Handled deal by deal. None of the three publishes a policy
BizBuySell	Nobody. Listings are advertisements and the parties transact entirely off the platform	Your own attorney, and usually the seller has none until late	Nothing published. Arranged privately
Off-market, direct from the owner	You and your attorney, from a blank page	The full drafting fee rather than the review fee, so budget the $1,290 column, not the $800 one	Only if you arrange it. This is where buyers most often skip escrow and should not
Buyouts	Your own counsel, as on any curated sale	Your attorney only. Buyer membership is planned rather than currently on sale	Verified MRR, ARR, growth and churn are published before a listing goes live, so the reps you ask the seller to sign are shorter

The Acquire.com APA and LOI builder wording, the membership price and the Premium and Platinum tier thresholds were read on its own pricing page on 26 August 2026. The Empire Flippers Buy It Now process and the all sales are final wording were read on its buyer FAQ on 26 August 2026. Flippa returned a Cloudflare challenge to every automated request on the same day, so its position is recorded as unverified rather than assumed. Website Closers, Quiet Light and FE International publish no drafting or escrow policy on their public pages. Providers change their processes, so confirm before you rely on any row. Trademarks belong to their owners.

Read firsthand

What a purchase agreement actually costs a US buyer

ContractsCounsel publishes averages from completed engagements on its own marketplace and states the sample size on each page. We read four of those pages on 26 August 2026 and reproduce the figures exactly as published, including one result that does not behave the way you would expect.

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Document	Average to draft	Average to review	Average flat fee	Sample published
Asset purchase agreement	$1,290	$800	$1,080	134 recent projects
Stock purchase agreement	$1,200	$780	$1,030	42 recent projects
Business purchase agreement	$980	$1,050	$1,010	105 recent projects
Business purchase agreement, California only	Not separately published	Not separately published	$980	18 recent projects
Hourly, standard business or corporate lawyer	$250 to $400 per hour	$250 to $400 per hour	Not applicable	Published as a range
Hourly, large-firm associate	$450 to $650 per hour	$450 to $650 per hour	Not applicable	Published as a range
Hourly, large-firm partner	$700 to $1,200 per hour	$700 to $1,200 per hour	Not applicable	Published as a range

All figures read on contractscounsel.com on 26 August 2026; the asset purchase agreement page states it was last updated 18 August 2026. Note the third row: on the business purchase agreement page, review is published as costing more than drafting ($1,050 against $980), which is the reverse of both other documents and of what the work involves. The likely explanation is a small sample split across very different deals rather than a real market signal, and it is a good reason to read a published average as a starting point rather than a quote. Averages are not quotes. Ask for a fixed fee in writing against your own deal. Nothing here is legal advice.

Side by side

Asset purchase against stock purchase, for a buyer

A fair look at what each does well. Both are useful. Here is where they differ.

Feature	Buyouts	A template you filled in yourself
What you actually buy	Named assets: contracts, code, domains, customer lists, equipment. The legal entity stays with the seller	The shares of the company itself, so you inherit the entity whole
Liabilities you inherit	Only the ones you list and agree to assume. Unknown and undisclosed liabilities stay behind	All of them, known and unknown, including any that surface after closing
Tax treatment for you	You get a stepped-up basis and amortize goodwill and most intangibles over 15 years under section 197	You inherit the seller basis. No step-up, so no new depreciation to shelter income
Tax treatment for the seller	Worse. Part of the gain is often taxed as ordinary income rather than capital gain	Better. Usually a single long-term capital gain, which is why sellers push for it
Contracts and licenses	Each one has to be assigned, and any with an anti-assignment clause needs the counterparty to consent	They travel with the entity, though change-of-control clauses can still bite
SBA partial change of ownership	Not permitted. Since the 1 June 2025 rules a partial buy-in has to be a stock purchase	Required, on a partial change of ownership
Who it favors	The buyer, on almost every dimension except price	The seller, which is why a stock deal is usually paid for with a lower headline number

Comparison reflects general, publicly understood positioning. Capabilities change, so check each marketplace for the latest. Trademarks belong to their owners.

Why founders and buyers pick Buyouts

One deal room built specifically for AI SaaS

The reps are shorter when the numbers were already checked

Most of the negotiating time in a purchase agreement goes into representations about revenue, churn and customer contracts, because the buyer is asking the seller to stand behind numbers nobody independently confirmed. On Buyouts, MRR, ARR, growth and churn are verified before a listing publishes, so that part of the document starts from evidence rather than from an assertion.

Structure is a financing question, not only a tax question

Buyers spend a lot of energy on the tax step-up and then discover their lender has already decided the structure. On a partial change of ownership the SBA now requires a stock purchase outright. Settle the structure with your lender before your attorney starts drafting, not after, because redrafting is billed at the same rate as drafting.

Verified metrics move the indemnity, not just the price

An indemnity cap, a basket and a survival period exist to cover the gap between what the seller claimed and what is true. Narrow that gap before signing and the whole indemnity package gets easier to agree, which usually means less escrow held back and faster access to the cash you paid for.

Good questions

Asset and business purchase agreements, answered

About $1,290 for a US lawyer to draft one and about $800 to review one already drafted, based on 134 completed engagements published by ContractsCounsel and read on 26 August 2026. The average flat fee is $1,080. Hourly, a standard business lawyer runs $250 to $400, a large-firm associate $450 to $650, and a large-firm partner $700 to $1,200. Complexity moves it: earnouts, seller financing and unusual representations all add drafting time.

Convention in US small-business M&A is that buyer counsel drafts the definitive agreement, which is the opposite of the letter of intent. Drafting is worth having, because the first draft sets the defaults on every clause the other side has to argue you out of. The trade is cost: you pay the drafting fee rather than the review fee, and on the figures above that is roughly $1,290 against $800.

An asset purchase transfers named assets and only the liabilities you agree to assume, and gives you a stepped-up tax basis. A stock purchase transfers the company itself, so you inherit every liability including ones nobody has found yet, and you inherit the seller basis. Buyers almost always prefer an asset purchase and sellers almost always prefer a stock purchase, because the seller tax result is better in a stock deal.

Yes, on any deal large enough that you are personally guaranteeing debt or wiring life savings. The reason is not the boilerplate, which templates handle adequately. It is the indemnity package, the working capital mechanism and the assignment of contracts, which are deal-specific and are where money is actually lost. At around $1,290 to draft, the fee is a rounding error against a six-figure purchase price.

For the structure, yes, and most attorneys start from one. As the finished document on a real deal, no. A template cannot know which of the seller contracts contain anti-assignment clauses, what your working capital target should be, or how long the reps should survive. Templates also default to neutral or seller-friendly positions on indemnity, which is exactly the clause you most want moved.

At minimum: the purchase price and how it adjusts, the deal structure, a schedule of purchased and excluded assets, assumed and excluded liabilities, the purchase price allocation, working capital target and true-up, seller representations and warranties, the indemnity package with its cap, basket and survival period, covenants between signing and closing, non-compete and non-solicit, conditions to closing, and the transition arrangement.

A mechanism that stops the seller from draining the business between agreeing a price and handing you the keys. You set a target level of working capital the business must have at closing, measure the actual level afterwards, and adjust the price up or down by the difference. It is normal, it is negotiated as a number rather than a principle, and it is settled 60 to 90 days after closing on most deals.

It is negotiated rather than set by law, and it is one of the clauses worth spending your leverage on. General business representations commonly survive 12 to 24 months on a small US deal, while fundamental representations such as ownership of the assets and tax often survive far longer or for the statutory limitation period. What matters as much as the length is the indemnity cap and the basket that sit alongside it.

A portion of the purchase price held by a third party after closing, released to the seller only once the survival period passes without a claim. It is what makes an indemnity worth anything, because an indemnity from a seller who has already spent the money is a promise rather than a remedy. The size is negotiated, and it is the first thing sellers push back on.

In an asset deal the price is split across the categories of assets you bought, and both sides file that allocation with the IRS on Form 8594. It matters because the split decides how fast you recover the cost: equipment depreciates quickly, while goodwill and most intangibles amortize over 15 years under section 197. Buyer and seller have opposing interests here, so agree the allocation in the agreement rather than after closing.

On a partial change of ownership, a stock purchase. Under the rules effective 1 June 2025 an asset purchase structure is no longer permitted for a partial buy-in, so if you are buying part of a business with SBA financing the structure is settled before you negotiate it. On a full change of ownership either structure remains available. Confirm with your lender before drafting starts.

Yes, and that is the whole difference between it and a letter of intent. An LOI is deliberately non-binding on price and structure, with only confidentiality, exclusivity and expenses binding at signature. The purchase agreement binds both sides to complete on the stated terms, subject only to the closing conditions written into it. Once you sign, walking away is a breach rather than a change of mind.

Only through a door the document gives you. Those doors are the conditions to closing, which typically include financing being obtained, third-party consents being received, no material adverse change in the business, and the representations still being true at closing. If none of them fails and you walk, you are in breach and the seller can pursue the deposit, specific performance, or damages depending on what the agreement says.

On a small US deal, commonly 30 to 60 days, and the constraint is almost never the drafting itself. It is diligence finishing, lender approval landing, and third-party consents on assigned contracts arriving. Buyers who negotiate a short exclusivity window in the letter of intent regularly run out of time here and have to ask for an extension from a seller who now has leverage.

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