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Business Sale Agreement

Made under the Business Registration Service Act 2015 & the Law of Contract Act Cap. 23, Laws of Kenya

This Agreement for the Sale of a Business is entered into on the ___ day of Month, Year, between the SELLER and the BUYER described below.

1. Parties
Full Name
ID Number
Estate, Town, County
+254 7XX XXX XXX
Full Name
ID Number
Estate, Town, County
+254 7XX XXX XXX
2. Business Details
Business Name
Sole Proprietorship / Partnership / Limited Company
Reg. No.
KRA PIN
Building, Street, Town
e.g. Retail, Salon, Cyber Café, Restaurant
Permit No.
DD/MM/YYYY
3. Assets Included in the Sale
Item / AssetDescription / QuantityEstimated Value (KSh)
Stock / InventoryAs per attached stock list0,000
Equipment & FurnitureAs per attached schedule0,000
GoodwillTrade name, customer base, supplier relationships0,000
Lease RightsPremises lease — consent of landlord required0,000
Intellectual PropertyLogo, social media accounts, website0,000
Other (specify)0,000

Assets NOT included in this sale: List any excluded assets, e.g. personal vehicle, specific equipment

4. Purchase Price & Payment
Total Agreed Purchase Price (Kenya Shillings)
KSh 0,000,000
Amount
Amount
DD/MM/YYYY
M-Pesa / Bank Transfer / Cheque / Instalment
DD/MM/YYYY
Reference No.
5. Terms & Conditions
  1. The Seller warrants they are the lawful owner of the business and has full authority to sell it, including all assets listed above.
  2. The Seller warrants that the business has no outstanding debts, liabilities or legal disputes that have not been disclosed to the Buyer, as of the date of this agreement.
  3. The Seller agrees to provide the Buyer with all relevant licences, permits, supplier contacts, passwords and business records on the handover date.
  4. The Seller agrees to a non-compete period of 6 months within a radius of 5 km from the business premises following handover, unless otherwise agreed.
  5. The Seller shall provide handover training for a period of 2 weeks at no additional cost after the takeover date.
  6. Any outstanding taxes, NHIF, NSSF or statutory obligations accrued before the handover date remain the sole responsibility of the Seller.
  7. Transfer of business name/registration with the Business Registration Service (BRS) shall be completed by the Buyer within 30 days of full payment.
  8. If the Buyer defaults on payment by the agreed due date, the Seller reserves the right to forfeit the deposit and cancel this agreement.
  9. Additional conditions, if any (or delete this line)
⚠️ Note: Business transfer must be registered with the Business Registration Service (BRS) via eCitizen. If the business is a limited company, additional procedures under the Companies Act 2015 apply. Consult a Kenyan advocate for high-value transactions.
6. Signatures
Seller Name
Seller — Signature & Date
Buyer Name
Buyer — Signature & Date
7. Witnesses
Witness 1 Name
ID No.: ID No.  |  Date: Date
Witness 2 Name
ID No.: ID No.  |  Date: Date