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Business Sale Agreement for Philippines

Business Sale Agreement Template for Philippines

A comprehensive legal document governed by Philippine law that formalizes the sale and purchase of a business, including its assets, liabilities, and operations. This agreement outlines the terms and conditions of the transaction, purchase price, payment terms, warranties, representations, and various obligations of both parties. It incorporates specific requirements under Philippine corporate law, tax regulations, and commercial legislation, ensuring compliance with local legal frameworks while protecting the interests of both buyer and seller throughout the transaction process and subsequent transition period.

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What is a Business Sale Agreement?

The Business Sale Agreement is a crucial legal document used when transferring ownership of a business in the Philippines. It is essential for transactions involving the sale of business assets, shares, or entire business operations, ensuring compliance with Philippine corporate law, tax regulations, and commercial legislation. The agreement comprehensively covers all aspects of the sale, including asset transfer, employee matters, warranties, representations, and post-completion obligations. It is particularly important in protecting both parties' interests by clearly defining what is being sold, the terms of payment, and respective responsibilities before, during, and after the transaction. The document must comply with specific Philippine regulatory requirements, including those set by the Securities and Exchange Commission and the Bureau of Internal Revenue.

What sections should be included in a Business Sale Agreement?

1. Parties: Identification of the seller and buyer, including complete legal names, registration details, and addresses

2. Background: Context of the sale, brief description of the business, and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core terms of the transaction, including what is being sold and the basic agreement to sell and buy

5. Purchase Price: Details of the purchase price, payment terms, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion of the sale

7. Pre-Completion Obligations: Obligations of both parties between signing and completion

8. Completion: Details of when, where, and how completion will take place

9. Assets and Liabilities: Detailed description of assets included and excluded, and treatment of liabilities

10. Employee Matters: Treatment of employees, including transfers, benefits, and obligations

11. Warranties and Representations: Warranties given by both parties, particularly the seller's warranties about the business

12. Tax Matters: Treatment of tax liabilities and obligations, including pre and post-completion taxes

13. Confidentiality: Obligations regarding confidential information and trade secrets

14. Post-Completion Obligations: Ongoing obligations after completion, including transition support

15. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Business Sale Agreement?

1. Intellectual Property: Detailed section on IP rights transfer, used when the business has significant IP assets

2. Real Property: Specific provisions for real estate transfer, used when business premises are included in the sale

3. Non-Competition: Restrictions on seller's future business activities, used when protecting business goodwill is crucial

4. Environmental Matters: Environmental warranties and indemnities, used for businesses with environmental risks

5. Third Party Consents: Process for obtaining necessary third-party approvals, used when key contracts require consent for transfer

6. Earn-out Provisions: Structure for additional payments based on future performance, used in performance-based deals

7. Parent Company Guarantee: Guarantee from parent company, used when buyer or seller is a subsidiary

8. Data Protection: Specific provisions for handling personal data, used when business processes significant customer data

What schedules should be included in a Business Sale Agreement?

1. Schedule 1 - Assets: Detailed list of all assets included in the sale

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale

3. Schedule 3 - Properties: Details of any real property included in the sale

4. Schedule 4 - Intellectual Property: List of all IP rights, registrations, and applications

5. Schedule 5 - Employees: List of employees, their positions, and key employment terms

6. Schedule 6 - Material Contracts: List of important business contracts being transferred

7. Schedule 7 - Warranties: Detailed warranties given by the seller

8. Schedule 8 - Completion Deliverables: List of documents and items to be delivered at completion

9. Schedule 9 - Permitted Encumbrances: List of permitted liens or encumbrances on assets

10. Schedule 10 - Completion Accounts: Format and principles for preparing completion accounts

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Philippines

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions


























































Clauses









































Relevant Industries

Manufacturing

Retail

Technology

Professional Services

Healthcare

Real Estate

Hospitality

Construction

Agriculture

Transportation

Energy

Education

Financial Services

Food and Beverage

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Human Resources

Operations

Executive Leadership

Corporate Secretariat

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Corporate Lawyer

Legal Counsel

Business Development Manager

Mergers & Acquisitions Director

Company Secretary

Finance Director

Commercial Director

Business Owner

Corporate Development Manager

Tax Manager

Compliance Officer

Risk Manager

Operations Director

Human Resources Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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