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Business Purchase Agreement Template for Philippines

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Key Requirements PROMPT example:

Business Purchase Agreement

"I need a Business Purchase Agreement for acquiring a local Manila-based restaurant chain, including all assets, recipes, and existing staff contracts, with completion planned for March 2025."

Document background
The Business Purchase Agreement is a critical legal document used in the Philippines when one party wishes to acquire a business from another, whether through an asset purchase or share transfer. It serves as the primary contract governing the transaction terms, rights, and obligations of all parties involved. This document must comply with Philippine legal requirements, including the Civil Code of the Philippines, Revised Corporation Code, and relevant tax regulations. It typically includes detailed provisions about the purchase price, payment terms, warranties, representations, conditions precedent, and post-completion obligations. The agreement is essential for protecting both buyers and sellers in business acquisitions, ensuring proper transfer of ownership, and establishing clear accountability for liabilities and obligations. It should be carefully drafted to address specific industry requirements, regulatory compliance, and any foreign investment considerations if applicable under Philippine law.
Suggested Sections

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

2. Background: Context of the transaction, 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 transaction terms including the assets/shares being purchased and basic deal structure

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

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

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

8. Completion: Details of the completion process, timing, and deliverables

9. Warranties and Representations: Seller's warranties about the business, assets, and liabilities

10. Limitations on Liability: Limitations on seller's liability for warranty claims and general liability caps

11. Post-Completion Obligations: Ongoing obligations after completion, including transition arrangements

12. Confidentiality: Provisions regarding confidential information and announcements

13. Non-Competition: Restrictions on seller's competing activities post-completion

14. Termination: Circumstances under which the agreement can be terminated and consequences

15. Governing Law and Dispute Resolution: Choice of Philippine law and dispute resolution mechanisms

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

Optional Sections

1. Employee Matters: Required if employees are being transferred, covering employment continuity and benefits

2. Intellectual Property: Required if significant IP assets are involved in the purchase

3. Real Estate: Required if the business includes property assets or leases

4. Environmental Matters: Required for businesses with environmental risks or compliance obligations

5. Tax Covenants: Detailed tax provisions required for complex tax structures or liabilities

6. Earn-out Provisions: Required if part of the purchase price is contingent on future performance

7. Bank Guarantees: Required if payment security or performance guarantees are needed

8. Foreign Investment Provisions: Required if foreign ownership is involved, ensuring compliance with Philippine foreign investment laws

Suggested Schedules

1. Schedule 1 - Business 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 estate owned or leased

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

5. Schedule 5 - Employee Information: List of employees, their roles, 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. Appendix A - Form of Transfer Instruments: Templates for various transfer documents required at completion

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

Relevant legal definitions
Clauses









































Relevant Industries

Manufacturing

Retail

Technology

Services

Healthcare

Real Estate

Hospitality

Construction

Agriculture

Transportation

Energy

Mining

Education

Financial Services

Telecommunications

Food and Beverage

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk & Compliance

Tax

Strategy

Business Development

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Business Development Manager

Corporate Lawyer

Legal Counsel

Mergers & Acquisitions Manager

Business Owner

Company Director

Finance Director

Commercial Director

Risk Manager

Compliance Officer

Corporate Secretary

Investment Manager

Due Diligence Specialist

Tax Director

Strategy Manager

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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