Sale deed for transfer of Goodwill

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raman batra (Querist)
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03 January 2022 Can someone please share the format of a sale deed for transfer of goodwill of a CA firm? Thanks in advance

Asha Kanta Sharma

Asha Kanta Sharma

(Expert)
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11 July 2024 Creating a sale deed for the transfer of goodwill of a CA firm typically involves legal nuances that require customization based on specific circumstances and legal requirements. While I can provide a general outline and key components that are typically included in such agreements, it's important to consult with a qualified legal professional to draft a document tailored to your specific situation. Here’s a basic format outline:

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**Format of Sale Deed for Transfer of Goodwill of CA Firm**

### SALE DEED

This Deed of Sale is made on [Date], between:

**Seller:** [Name of Current Owner of CA Firm], a [Legal Structure of Firm], having its registered office at [Address], hereinafter referred to as the "Seller," which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns.

**Buyer:** [Name of Purchaser], a [Legal Structure of Purchaser], having its registered office at [Address], hereinafter referred to as the "Buyer," which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns.

**RECITALS**

1. **Introduction:** The Seller is carrying on the business of a Chartered Accountancy firm under the name and style of [Name of CA Firm] (hereinafter referred to as the "Firm").

2. **Intent:** The Seller has agreed to sell and transfer the goodwill of the Firm to the Buyer, and the Buyer has agreed to purchase the same.

**OPERATIVE CLAUSES**

1. **Sale of Goodwill:** The Seller hereby agrees to sell, transfer, and assign to the Buyer, and the Buyer agrees to purchase and acquire from the Seller, all rights, title, and interest in and to the goodwill of the Firm.

2. **Consideration:** The consideration for the sale and transfer of goodwill shall be [Specify the Consideration, e.g., a lump sum amount, installment payments, etc.].

3. **Effectiveness:** The sale and transfer of goodwill shall be effective from [Effective Date].

4. **Warranties and Representations:** The Seller represents and warrants that:
- The Seller has full authority and capacity to enter into this Sale Deed.
- The Seller is the sole owner of the goodwill of the Firm and has the right to transfer the same to the Buyer.
- The goodwill is free from any encumbrances, charges, or claims of any nature whatsoever.

5. **Indemnity:** The Seller agrees to indemnify and hold harmless the Buyer from and against any claims, losses, damages, liabilities, costs, and expenses arising out of or in connection with any breach of the representations and warranties herein.

6. **Governing Law and Jurisdiction:** This Sale Deed shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any disputes arising out of or in connection with this Sale Deed shall be subject to the exclusive jurisdiction of the courts at [Jurisdiction].

**IN WITNESS WHEREOF**, the parties hereto have executed this Sale Deed on the day, month, and year first above written.

Signed, sealed, and delivered by the Seller:

[Signature of Seller]
[Name and Title of Signatory]
[Date]

Signed, sealed, and delivered by the Buyer:

[Signature of Buyer]
[Name and Title of Signatory]
[Date]

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**Note:** This format is for illustrative purposes only. The actual content and clauses of the sale deed may vary based on the specific transaction, legal advice, and local laws. It's advisable to consult with a qualified legal professional to ensure compliance with all legal requirements and to tailor the agreement to your specific needs.