The Buy Sell Agreement For Small Business is a crucial legal document used in the Philippines when transferring ownership of a small business from one party to another. It serves as the primary contract governing the entire transaction, ensuring compliance with Philippine corporate laws, tax regulations, and business transfer requirements. This document is essential when a business owner wishes to sell their enterprise, whether due to retirement, relocation, or strategic decisions, or when a buyer seeks to acquire an existing business. The agreement comprehensively covers all aspects of the transaction, including asset valuation, payment terms, warranties, liabilities, employee matters, and post-sale obligations. It's particularly important in the Philippine context where small and medium enterprises form a significant part of the economy and require proper legal documentation for ownership transfers.
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1. Parties: Identification of the seller and buyer, including complete legal names, addresses, and tax identification numbers
2. Background: Context of the transaction, including brief description of the business being sold and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms, including what is being sold and purchased
5. Purchase Price: Detailed breakdown of the purchase price and payment terms
6. Conditions Precedent: Conditions that must be met before the sale can be completed
7. Completion: Details of when and how the transfer of ownership will take place
8. Seller's Representations and Warranties: Seller's guarantees about the business, assets, liabilities, and operations
9. Buyer's Representations and Warranties: Buyer's guarantees regarding legal capacity and ability to complete the purchase
10. Pre-Completion Obligations: Obligations of both parties between signing and completion
11. Post-Completion Obligations: Ongoing obligations after the transfer is completed
12. Indemnification: Terms for compensating either party for breaches or losses
13. Confidentiality: Provisions for protecting confidential information
14. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
15. Execution: Signature blocks and execution formalities
1. Non-Compete Clause: Restrictions on seller's future business activities - include when seller might compete with the business
2. Employee Matters: Provisions regarding existing employees - include when staff are being transferred
3. Intellectual Property: Specific provisions for IP transfer - include when business owns significant IP
4. Real Property: Provisions regarding business premises - include when real estate is part of sale
5. Third Party Consents: Requirements for third party approvals - include when key contracts require consent for transfer
6. Environmental Matters: Environmental compliance and liabilities - include for businesses with environmental impacts
7. Transition Services: Post-sale support from seller - include when complex handover needed
8. Earn-out Provisions: Additional payments based on future performance - include when part of purchase price is contingent
1. Schedule 1: Business Assets: Detailed inventory of all tangible and intangible assets included in the sale
2. Schedule 2: Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3: Financial Statements: Recent financial statements and management accounts
4. Schedule 4: Contracts: List of all business contracts being transferred
5. Schedule 5: Intellectual Property: Details of all IP rights owned by the business
6. Schedule 6: Employee Information: List of employees and their key employment terms
7. Schedule 7: Permits and Licenses: List of all business permits and licenses
8. Schedule 8: Property Details: Details of any real property involved in the sale
9. Appendix A: Form of Transfer Documents: Ƶ for various transfer documents required at completion
10. Appendix B: Disclosure Letter: Seller's disclosures against warranties
Relevant legal definitions
Clauses
Relevant Industries
Retail
Food and Beverage
Professional Services
Manufacturing
Technology
Healthcare
Construction
Real Estate
Hospitality
Education
Automotive
Agriculture
Wholesale Trade
Transportation and Logistics
Relevant Teams
Legal
Finance
Executive Leadership
Operations
Compliance
Corporate Secretariat
Business Development
Mergers and Acquisitions
Due Diligence
Risk Management
Relevant Roles
Business Owner
CEO
Managing Director
Chief Financial Officer
Business Development Manager
Corporate Lawyer
Legal Counsel
Finance Director
Accountant
Operations Manager
Company Secretary
Merger & Acquisition Specialist
Business Broker
Due Diligence Officer
Compliance Officer
Small Business Advisor
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