An asset purchase agreement, or APA, identifies the business assets a buyer acquires, the liabilities it assumes, the purchase price, and the conditions for closing. In an online business sale, the APA turns a digital operating business into a precise list of transferable rights, accounts, inventory, contracts, data, and intellectual property.
Ecommerce Law Group assists buyers and sellers with APAs for Amazon FBA businesses, Shopify stores, SaaS companies, content sites, and other online businesses. The firm offers flat-fee review and drafting for a defined scope quoted before work begins.
What does an APA lawyer do in an online business purchase?
An APA lawyer converts the negotiated business terms into a closing document that defines what each party must deliver. The work can include identifying the parties and assets, allocating liabilities, drafting representations and covenants, documenting seller financing, and coordinating signatures and escrow mechanics.
The lawyer also identifies points that need a business decision. The buyer and seller may need to decide whether inventory is included in the price, how chargebacks are handled, which contracts require consent, how customer data may be transferred, and what support the seller must provide after closing.
The APA should match the actual deal. A document written for a traditional storefront may not address domains, marketplace rules, software access, payment processors, advertising accounts, or a remote transition. Review should focus on the assets that create value and the steps required to transfer them.
What should an ecommerce APA cover?
An ecommerce APA should identify the purchased assets, excluded assets, assumed liabilities, excluded liabilities, purchase price, payment terms, closing conditions, and required transfer documents. It should also record the negotiated transition-support and restrictive-covenant terms and state what happens before, at, and after closing.
Digital and intellectual property
The asset schedule may include domains, websites, trademarks, copyrights, content, source code, repositories, social accounts, advertising assets, and transferable platform rights.
Contracts and relationships
The parties should identify supplier, contractor, customer, software, and service agreements. The APA can state which contracts require consent or replacement arrangements.
Inventory and adjustments
Inventory terms should address the valuation method, count date, location, and treatment of obsolete or unsellable units. The closing statement should use the same method.
Liabilities and risk
The APA should state which liabilities the buyer assumes. The parties should address refunds, chargebacks, taxes, contract breaches, worker claims, and other pre-closing obligations.
A complete asset schedule prevents a general phrase such as “all business assets” from doing work it cannot do alone. The schedule should match the assignments, access handoffs, and other closing deliverables.
How are Amazon, Shopify, and SaaS assets handled?
Platform and software assets require a transaction-specific transfer plan. The parties should check the platform’s current rules, identify the access that can move, and document any consent, verification, migration, or replacement step.
For an Amazon FBA business, a password handoff alone does not establish that an account transfer is permitted or complete. The deal team should check Amazon’s then-current verification process and structure the closing around the assets and access that can transfer under those requirements.
For a Shopify store, the parties may need to address store ownership, domains, payment accounts, apps, billing, customer data, staff access, and third-party services. The APA should separate the Shopify transfer step from assets that require their own assignments or consents.
A SaaS acquisition may include source code, repositories, cloud infrastructure, domains, subscriptions, customer contracts, personal data, open-source components, and developer relationships. The APA should identify each asset that can be assigned and each arrangement that needs consent or replacement.
How should seller financing appear in the APA?
Seller-financing terms should match across the APA, promissory note, security documents, payment schedule, and escrow instructions. A summary in the APA should not conflict with the detailed payment documents.
The parties may need to address principal, interest, payment dates, maturity, prepayment, security, standby terms, default provisions, and remedies. The final terms depend on the negotiated deal. The closing checklist should identify every financing document and signature required at closing.
Use the Seller Financing Calculator to model a proposed note. The calculator provides general information and does not replace legal or tax advice. Each party should ask its tax advisor about the proposed structure.
What is the difference between an APA and an equity purchase?
In an asset purchase, the buyer acquires specified assets and assumes specified liabilities. In an equity purchase, the buyer acquires ownership of the entity, which continues to own its assets and liabilities.
The structure can affect consents, contracts, platform accounts, liability allocation, tax treatment, and closing mechanics. The correct structure depends on the business, the parties, and the proposed terms. Each party should obtain legal and tax advice for its transaction. Ecommerce Law Group does not provide tax advice.
An APA must describe what moves. An equity purchase still requires diligence on what remains inside the acquired entity. Either structure needs a closing plan that accounts for third-party approvals, access changes, payment documents, and post-closing duties.
What goes wrong in ecommerce APAs?
Recurring problems include incomplete asset schedules, platform accounts treated as freely transferable, inconsistent seller-note documents, undefined inventory adjustments, missing intellectual-property assignments, and transition duties without dates or limits.
- The asset list is incomplete. The APA names the website but omits a domain, trademark, repository, advertising account, or content library.
- The closing documents conflict. The APA and escrow instructions use different release conditions, or the note uses payment terms that do not match the APA.
- The transfer plan assumes consent. A contract, platform right, or service account needs approval or a replacement arrangement that is not ready at closing.
- The transition is open-ended. The seller must provide support, but the agreement does not define the tasks, hours, response times, or end date.
- The inventory adjustment is unfinished. The parties agree that inventory affects price but do not settle the count date, valuation method, or excluded units.
A closing can stall when the APA and escrow instructions use different release conditions. The assignments, note, closing statement, and escrow agreement should match the APA’s closing plan. The closing checklist should also assign an owner and deadline to each transfer step.
How much does APA review cost?
Ecommerce Law Group offers flat-fee APA review and drafting for defined scopes. The firm quotes the flat fee before work begins after reviewing the document, transaction structure, requested deliverables, and timing.
A review of an existing draft has a different scope from preparing the first draft, negotiating revisions, preparing ancillary documents, or coordinating closing. The engagement agreement identifies the included work.
What should you provide for an APA review?
Provide the current APA, the signed LOI, your role in the transaction, the proposed structure, and the closing deadline. Include the documents that explain seller financing, inventory, escrow, and any unresolved deal terms.
- Attach the current APA and every amendment or comment set.
- Include the signed LOI and the current purchase price terms.
- Identify the assets and liabilities that should move.
- List each platform, contract, or account that may require consent.
- Provide the seller note and related financing documents.
- Flag open inventory, transition, restrictive-covenant, and closing issues.
- State the signing and closing deadlines.
The review can move more efficiently when the current documents and open questions arrive together. If a document is missing, identify it instead of assuming the APA covers it.
Ready to discuss an ecommerce APA?
Send the current APA, tell us whether you’re the buyer or seller, and include your signing deadline. We’ll confirm the scope and flat fee before work begins.