Document background
The Agreement Of Purchase And Sale Of Business Assets is a crucial document used in Philippine business transactions when one entity wishes to acquire specific assets from another entity without purchasing the entire business entity itself. This agreement is particularly important in the Philippine context as it must comply with local corporate laws, tax regulations (including VAT and documentary stamp tax requirements), and specific industry regulations. The document typically includes detailed descriptions of the assets being transferred, purchase price and payment terms, representations and warranties, conditions precedent to closing, and post-closing obligations. It's commonly used in business restructuring, partial business acquisitions, or when buyers prefer to cherry-pick specific assets rather than assume all liabilities of a business. The agreement must adhere to requirements under the Civil Code of the Philippines and the Corporation Code, particularly regarding the transfer of ownership and registration of assets.
