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Business Acquisition Agreement Template for Singapore

A comprehensive legal agreement governed by Singapore law that documents the terms and conditions for the purchase and sale of a business, whether through asset or share acquisition. The agreement covers crucial aspects including purchase price, warranties, representations, conditions precedent, and completion mechanics, while ensuring compliance with Singapore's regulatory framework, including the Companies Act and Competition Act.

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What is a Business Acquisition Agreement?

The Business Acquisition Agreement is a fundamental document in M&A transactions under Singapore law, used when one entity wishes to acquire another business through either an asset or share purchase. This agreement outlines all critical aspects of the transaction, including due diligence findings, purchase price mechanisms, warranties and representations, and post-completion obligations. It must comply with Singapore's robust regulatory framework, including the Companies Act, Competition Act, and industry-specific regulations. The agreement is particularly crucial for protecting both parties' interests and ensuring a smooth transition of ownership.

What sections should be included in a Business Acquisition Agreement?

1. Parties: Identification of buyer and seller entities with full legal names and registration details

2. Background: Context of the transaction and brief description of the business being acquired

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including assets/shares being transferred

5. Purchase Price: Consideration and payment terms

6. Conditions Precedent: Prerequisites for completion

7. Completion: Closing mechanics and requirements

8. Warranties and Representations: Seller's assurances about the business

9. Indemnities: Protection against specific identified risks

What sections are optional to include in a Business Acquisition Agreement?

1. Post-Completion Obligations: Ongoing commitments after closing - include when there are continuing obligations post-completion

2. Non-Compete Provisions: Restrictions on seller's future business activities - include when protecting goodwill of acquired business

3. Employee Matters: Treatment of employees post-acquisition - include when employees are being transferred

4. Intellectual Property: Special provisions for IP transfers - include when IP assets are significant

What schedules should be included in a Business Acquisition Agreement?

1. Asset Schedule: Detailed list of assets being transferred

2. Property Schedule: Details of real estate assets included in sale

3. Warranties Schedule: Detailed warranties given by seller

4. Disclosure Letter: Seller's disclosures against warranties

5. Employee Schedule: List of transferring employees and their terms

6. Material Contracts: Key agreements being transferred

7. Completion Deliverables: 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

Jurisdiction

Singapore

Publisher

Ƶ

Cost

Free to use

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