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Business Acquisition Agreement
I need a business acquisition agreement for the purchase of a local company in Qatar, including terms for asset transfer, employee retention, and compliance with Qatari business regulations. The agreement should outline payment terms, due diligence requirements, and a timeline for closing the transaction.
What is a Business Acquisition Agreement?
A Business Acquisition Agreement spells out the terms and conditions when one company buys another in Qatar. It's the main legal document that covers everything from the purchase price and payment terms to what assets and liabilities are being transferred. Under Qatari Commercial Law No. 27 of 2006, this agreement must clearly outline how ownership will change hands.
The agreement protects both buyers and sellers by addressing key details like employee contracts, existing business relationships, and regulatory approvals from Qatar's Ministry of Commerce and Industry. It typically includes warranties about the company's financial health, any ongoing legal issues, and specific conditions that must be met before the deal closes. For larger transactions, it needs to comply with Qatar Financial Centre regulations.
When should you use a Business Acquisition Agreement?
Use a Business Acquisition Agreement when planning to buy or sell a company in Qatar, especially before starting detailed negotiations. This agreement becomes essential once both parties have agreed on basic terms and need to formalize the deal structure. Under Qatari law, having this agreement in place early helps prevent misunderstandings and protects both sides' interests.
The timing is particularly important when dealing with regulated industries, foreign investment approval requirements, or transactions requiring Qatar Financial Centre oversight. Getting this agreement drafted and signed before conducting extensive due diligence saves time and money by clearly defining each party's rights, obligations, and the specific conditions that must be met to complete the deal.
What are the different types of Business Acquisition Agreement?
- Asset Purchase Agreement: Focuses on buying specific company assets while leaving behind certain liabilities - common in Qatar's retail and manufacturing sectors
- Stock Purchase Agreement: Covers the complete transfer of company ownership through share acquisition - typically used for Qatari private companies
- Merger Agreement: Details how two companies combine into one entity, following Qatar Commercial Companies Law requirements
- Cross-Border Acquisition Agreement: Includes special provisions for international buyers under Qatar Foreign Investment Law
- Simplified Acquisition Agreement: Used for smaller transactions between local companies, with streamlined terms and conditions
Who should typically use a Business Acquisition Agreement?
- Company Owners/Shareholders: Primary decision-makers who negotiate and approve the Business Acquisition Agreement's core terms
- Corporate Lawyers: Draft and review the agreement, ensuring compliance with Qatari commercial laws and regulations
- Financial Advisors: Verify financial terms, valuations, and payment structures outlined in the agreement
- Qatar Ministry Officials: Review and approve transactions, especially those involving foreign investment or regulated sectors
- Company Directors: Execute the agreement and oversee implementation of transfer terms
- Due Diligence Teams: Validate claims and warranties stated in the agreement before closing
How do you write a Business Acquisition Agreement?
- Company Details: Gather complete legal names, registration numbers, and addresses of all parties involved under Qatar Commercial Registry
- Asset Inventory: Create detailed lists of all assets, intellectual property, and contracts being transferred
- Financial Records: Compile three years of financial statements, tax records, and current valuation reports
- Regulatory Approvals: Check required permits from Qatar Ministry of Commerce and Industry, especially for regulated sectors
- Due Diligence Reports: Document findings about company operations, liabilities, and legal compliance
- Payment Structure: Define purchase price, payment terms, and any earn-out conditions in Qatari Riyal
What should be included in a Business Acquisition Agreement?
- Party Information: Full legal names, registration numbers, and authorized signatories as per Qatar Commercial Registry
- Purchase Terms: Detailed description of assets/shares being acquired, purchase price, and payment structure
- Representations & Warranties: Statements about company condition, compliance with Qatari laws, and disclosure of liabilities
- Conditions Precedent: Required regulatory approvals from Qatar authorities and other closing requirements
- Post-Closing Obligations: Employee retention, business continuity, and transition arrangements
- Governing Law: Clear statement designating Qatar law as governing authority and dispute resolution mechanisms
- Force Majeure: Provisions addressing unforeseen circumstances under Qatar Civil Code
What's the difference between a Business Acquisition Agreement and an Asset Purchase Agreement?
A Business Acquisition Agreement differs significantly from an Asset Purchase Agreement in Qatar, though they're often confused. While both involve business transactions, their scope and implications vary considerably under Qatari commercial law.
- Transaction Scope: Business Acquisition Agreements cover the complete transfer of a business entity, including shares, operations, employees, and liabilities. Asset Purchase Agreements focus only on specific assets, allowing buyers to cherry-pick what they want.
- Liability Transfer: Business acquisitions typically transfer all liabilities unless explicitly excluded. Asset purchases let buyers avoid assuming most historical liabilities.
- Regulatory Requirements: Full business acquisitions need more extensive Qatar Ministry of Commerce approvals, especially for foreign buyers. Asset purchases often face fewer regulatory hurdles.
- Employee Considerations: Business acquisitions automatically transfer employment contracts under Qatar Labor Law. Asset purchases may require new employment agreements.
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