The Business Acquisition Contract serves as the primary transaction document for company acquisitions in South Africa, whether structured as a share purchase, asset purchase, or business transfer. This document is essential when one entity seeks to acquire ownership or control of another business entity's assets or shares. It must comply with South African legal requirements, including the Companies Act 71 of 2008, Competition Act 89 of 1998, and B-BBEE legislation. The contract typically includes detailed provisions on transaction structure, purchase price mechanisms, warranties and indemnities, conditions precedent, and completion procedures. It's particularly important to note that South African business acquisitions often require additional consideration of exchange control regulations, competition authority approval, and B-BBEE implications, all of which must be properly addressed in the agreement.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identification of the seller(s) and purchaser(s), including registration numbers and addresses
2. Background: Context of the transaction, including brief description of the business and purpose of the agreement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Details of the consideration, payment terms, and adjustment mechanisms
6. Conditions Precedent: Conditions that must be fulfilled before the transaction becomes effective
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Mechanics of closing the transaction, including timing and delivery requirements
9. Warranties and Representations: Statements of fact and assurances given by the seller about the business
10. Limitations on Liability: Caps, thresholds, and time limits on warranty claims and other liabilities
11. Employee Matters: Treatment of employees and related obligations under South African labour law
12. B-BBEE Provisions: Compliance with and maintenance of B-BBEE status
13. Confidentiality: Obligations regarding confidential information and announcements
14. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Intellectual Property: Specific provisions for transfer of IP rights, used when IP is a significant asset
2. Property Transfer: Detailed provisions for transfer of immovable property, used when real estate is involved
3. Environmental Matters: Environmental warranties and indemnities, used for businesses with environmental risks
4. Competition Law Compliance: Detailed merger control provisions, used when transaction requires competition authority approval
5. Earn-out Provisions: Structure for additional payments based on future performance, used in performance-based deals
6. Foreign Exchange Provisions: Special provisions for cross-border transactions requiring exchange control approval
7. Tax Indemnities: Specific tax-related protections, used when significant tax risks are identified
8. Transitional Services: Provisions for post-completion services provided by seller, used in complex separations
1. Schedule 1: The Business: Detailed description of the business assets, contracts, and liabilities being transferred
2. Schedule 2: Properties: List and details of all immovable property owned or leased
3. Schedule 3: Intellectual Property: Register of all IP rights including trademarks, patents, and copyright
4. Schedule 4: Material Contracts: List and copies of all material business contracts
5. Schedule 5: Employees: List of employees with key terms of employment
6. Schedule 6: Warranties: Detailed warranties given by the seller
7. Schedule 7: Completion Obligations: Detailed list of actions and deliverables required at completion
8. Schedule 8: Permitted Encumbrances: List of permitted liens, charges, and encumbrances
9. Appendix A: Form of Transfer Documents: Pro forma transfer documents required at completion
10. Appendix B: Disclosure Letter: Seller's disclosures against the warranties
Find the exact document you need
Letter Of Intent Merger
A preliminary merger agreement under South African law outlining key terms and conditions for a proposed merger transaction, addressing local regulatory requirements and transaction structure.
Download
Company Merger Contract
A South African law-governed agreement documenting the combination of two or more companies, detailing merger terms and regulatory compliance requirements.
Download
Business Acquisition Term Sheet
A South African law-governed preliminary agreement outlining key terms and conditions for a proposed business acquisition, serving as a framework for definitive transaction documents.
Download
Business Acquisition Contract
A South African law-governed agreement for the purchase and sale of a business, incorporating local regulatory requirements including Companies Act and B-BBEE considerations.
Download
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
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it