Ƶ

Business Purchase And Sale Agreement Template for Philippines

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Business Purchase And Sale Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Business Purchase And Sale Agreement

"I need a Business Purchase and Sale Agreement for acquiring a mid-sized manufacturing company in Manila, with specific provisions for machinery and equipment transfer, and employee transition plans for approximately 200 workers, with completion targeted for March 2025."

Document background
The Business Purchase and Sale Agreement is a crucial document used in the Philippines when transferring ownership of a business from one party to another. It is essential for transactions ranging from small business acquisitions to large corporate deals, requiring compliance with Philippine legislation including the Civil Code, Corporation Code, and tax laws. This agreement comprehensively covers all aspects of the business transfer, including asset valuation, liability allocation, employee transitions, and regulatory compliance. It's particularly important in the Philippine context due to specific local requirements for business transfers, such as obtaining necessary governmental approvals and ensuring compliance with competition laws when applicable. The document serves as both a record of the transaction terms and a roadmap for the closing process, incorporating necessary protections for both parties while addressing unique aspects of Philippine commercial law.
Suggested Sections

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

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

3. Definitions: Defined terms used throughout the agreement for clarity and consistency

4. Sale and Purchase: Core transaction terms including what is being sold and purchased

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

6. Conditions Precedent: Conditions that must be satisfied before closing

7. Pre-Closing Covenants: Obligations of both parties between signing and closing

8. Closing: Closing mechanics, deliverables, and timing

9. Seller's Warranties: Representations and warranties given by the seller regarding the business

10. Purchaser's Warranties: Representations and warranties given by the purchaser

11. Limitations on Liability: Caps, time limits, and other limitations on warranty claims

12. Post-Closing Covenants: Ongoing obligations after closing, including transition assistance

13. Confidentiality: Obligations regarding confidential information

14. Tax Matters: Allocation of tax liabilities and obligations

15. Termination: Circumstances under which the agreement can be terminated

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

17. General Provisions: Standard boilerplate provisions including notices, amendments, and assignment

Optional Sections

1. Employee Matters: Required if employees are being transferred as part of the business sale

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

3. Real Property: Required if the business includes real estate assets

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

5. Competition Compliance: Required if the transaction meets Philippine Competition Act thresholds

6. Transition Services: Required if the seller will provide post-closing operational support

7. Non-Compete Provisions: Optional restrictions on seller's future business activities

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

Suggested Schedules

1. Schedule of Assets: Detailed list of all tangible and intangible assets included in the sale

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

3. Schedule of Assumed Liabilities: Detailed list of liabilities being assumed by the purchaser

4. Schedule of Excluded Liabilities: List of liabilities specifically excluded from the purchase

5. Schedule of Material Contracts: List of key contracts being transferred

6. Schedule of Intellectual Property: Detailed list of IP rights included in the sale

7. Schedule of Employees: List of employees and their key employment terms

8. Schedule of Real Property: Details of owned or leased real estate

9. Schedule of Permits and Licenses: List of governmental authorizations and licenses

10. Schedule of Warranty Exceptions: Specific disclosures against the warranties

11. Form of Closing Certificate: Template for closing compliance certificate

12. Form of Transfer Documents: Templates for specific transfer instruments required

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

Retail

Manufacturing

Technology

Professional Services

Healthcare

Real Estate

Hospitality

Construction

Agriculture

Financial Services

Transportation and Logistics

Education

Energy

Telecommunications

Media and Entertainment

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Tax

Human Resources

Operations

Risk Management

Compliance

Due Diligence

Integration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Lawyer

Business Development Manager

Mergers & Acquisitions Director

Finance Director

Commercial Director

Corporate Secretary

Due Diligence Manager

Integration Manager

Risk Manager

Tax Director

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

Find the exact document you need

Loi Commercial (Real Estate)

A preliminary document under Philippine law outlining proposed terms and conditions for commercial real estate transactions, serving as a framework for future definitive agreements.

find out more

Letter Of Intent To Purchase Commercial (Real Estate)

A preliminary, typically non-binding document expressing intent to purchase commercial real estate in the Philippines, outlining key terms and conditions for the proposed transaction.

find out more

Deposit Agreement For Business Purchase

A Philippine law-governed agreement establishing terms for a business purchase deposit, including payment conditions, refund rights, and transaction obligations.

find out more

Confidentiality Agreement For Sale Of Business

A Philippine law-governed confidentiality agreement protecting sensitive information during business sale transactions.

find out more

Business Lease Purchase Agreement

A Philippine law-governed agreement enabling businesses to lease property with an option to purchase, combining lease and sale elements under local jurisdiction requirements.

find out more

Agreement For Sale Of Business Sole Proprietorship

A Philippine law-governed agreement for the complete transfer of ownership and assets of a sole proprietorship business from seller to buyer.

find out more

Basic Real Estate Sales Contract

A standard real estate sales agreement template for property transactions in the Philippines, ensuring compliance with local property laws and transfer requirements.

find out more

Small Business Sale Agreement

A legally binding agreement under Philippine law for the sale and purchase of a small business, including all essential terms and conditions of the transaction.

find out more

Contract For Sale Of Commercial Property

A legally binding agreement under Philippine law for the sale and purchase of commercial property, including all essential terms and conditions of the transaction.

find out more

Commercial Property Sale Agreement

A legally binding agreement under Philippine law for the sale and purchase of commercial property, outlining terms, conditions, and obligations of all parties involved.

find out more

Letter Of Intent Business Purchase

A preliminary agreement under Philippine law outlining the proposed terms and conditions for a business acquisition, serving as a framework for negotiation and due diligence.

find out more

Business Bill Of Sale Purchase Agreement

A Philippine law-governed agreement for the sale and transfer of business ownership, detailing terms, conditions, and obligations of both seller and buyer.

find out more

Commercial Lease Purchase Agreement

A Philippine law-governed agreement combining commercial property lease terms with a purchase option, enabling tenants to lease with the right to buy.

find out more

Term Sheet For Sale Of Business

A preliminary document under Philippine law outlining key terms and conditions for a proposed business sale transaction, serving as a basis for definitive agreements.

find out more

Company Share Purchase Agreement

A Philippine law-governed agreement for the sale and purchase of company shares, detailing terms, conditions, and completion requirements.

find out more

Company Purchase Agreement

A Philippine law-governed agreement detailing the terms and conditions for the purchase and sale of a company, including all necessary regulatory compliance elements.

find out more

Agreement Of Purchase And Sale Of Business Assets

A Philippine law-governed agreement detailing the terms and conditions for the purchase and sale of business assets, including asset specifications, price, and transfer conditions.

find out more

Simple Real Estate Sales Contract

A basic agreement for real property sales in the Philippines, outlining essential terms and conditions for property transfer in compliance with Philippine law.

find out more

Business Buy And Sell Agreement

A legally binding agreement under Philippine law that outlines the terms and conditions for the sale and purchase of a business, including assets or shares transfer, warranties, and obligations.

find out more

Commercial Property Purchase Agreement

A legal agreement for commercial property transactions in the Philippines, outlining terms of sale, transfer requirements, and compliance with Philippine real estate laws.

find out more

Business Sales Agreement

A legally binding agreement under Philippine law governing the sale of goods or services between businesses, outlining key terms and conditions of the commercial transaction.

find out more

Non Disclosure Agreement For Sale Of Business

A Philippine law-governed agreement protecting confidential information during business sale negotiations and due diligence.

find out more

Business Purchase And Sale Agreement

A Philippine law-governed agreement documenting the terms and conditions for the sale and purchase of a business, including assets, liabilities, and operational transfer provisions.

find out more

Business Stock Purchase Agreement

A Philippine law-governed agreement that documents the terms and conditions for the purchase and sale of business stocks or shares between parties.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: /our-research
Oops! Something went wrong while submitting the form.

ұԾ’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ұԾ’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our for more details and real-time security updates.