Document background
The Asset Purchase Agreement is a fundamental transaction document used when a business wishes to acquire specific assets rather than shares in a company. Under Belgian law, this agreement must carefully navigate various regulatory requirements, including the Belgian Civil Code, tax regulations, and sector-specific legislation. It's particularly useful when buyers want to cherry-pick specific assets without assuming all liabilities of the target business, or when dealing with specific asset classes that require special treatment under Belgian law. The document typically includes detailed provisions on asset identification, price determination, transfer mechanics, warranties, and various regulatory compliance matters. Special attention must be paid to Belgian-specific requirements such as registration duties, VAT implications, and employment regulations (particularly CBA 32bis for employee transfers). The agreement serves as the cornerstone document for asset-based transactions and requires careful consideration of both Belgian domestic law and, where applicable, EU regulations.
