Business Purchase Agreement Template for Belgium

A comprehensive legal document governed by Belgian law that formalizes the purchase and sale of a business or its assets. This agreement outlines all essential aspects of the transaction, including purchase price, assets included, liabilities assumed, warranties, and conditions precedent. It ensures compliance with Belgian corporate law, tax regulations, and employment legislation, particularly CBA No. 32bis regarding employee transfers. The document includes specific provisions for pre-completion obligations, post-completion adjustments, and dispute resolution under Belgian jurisdiction.

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What is a Business Purchase Agreement?

The Business Purchase Agreement is a crucial document used in Belgian business transactions when one entity wishes to acquire another business, whether through an asset purchase or share transfer. It serves as the primary contract governing the terms and conditions of the business acquisition, ensuring compliance with Belgian legal requirements, including the Civil Code, Code of Economic Law, and relevant tax regulations. This document is essential for documenting the agreed terms of sale, purchase price, payment mechanisms, warranties, and indemnities. It addresses key aspects such as employee transfers under CBA No. 32bis, regulatory approvals, and competition law considerations. The agreement typically includes detailed schedules listing assets, contracts, and employees being transferred, making it a comprehensive record of the transaction terms and conditions.

What sections should be included in a Business Purchase Agreement?

1. Parties: Identification of the seller(s) and buyer(s) with full legal details as registered with the Belgian Business Registry

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

3. Definitions: Defined terms used throughout the agreement, including specific Belgian legal terminology where relevant

4. Sale and Purchase: Core transaction terms including the assets/business being purchased and excluded assets

5. Purchase Price: Purchase consideration, payment terms, adjustments, and escrow arrangements if applicable

6. Completion: Closing mechanics, conditions precedent, and completion obligations

7. Seller's Warranties: Standard warranties regarding business ownership, operations, compliance, and financial statements

8. Buyer's Warranties: Basic warranties regarding capacity to enter into transaction and funding

9. Pre-Completion Obligations: Seller's obligations regarding business operation between signing and completion

10. Employee Matters: Treatment of employees, including compliance with CBA No. 32bis

11. Tax Matters: Tax provisions, indemnities, and allocations of tax liabilities

12. Confidentiality: Confidentiality obligations regarding transaction and business information

13. Non-Competition: Non-compete and non-solicitation provisions compliant with Belgian competition law

14. Governing Law and Jurisdiction: Confirmation of Belgian law governance and jurisdiction of Belgian courts

15. General Provisions: Standard boilerplate provisions including notices, amendments, and severability

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

1. Intellectual Property: Required when business involves significant IP assets, detailing their transfer and protection

2. Real Estate: Include when business premises are owned rather than leased, or when lease transfers are complex

3. Environmental Matters: Required for businesses with environmental risks or compliance obligations

4. Data Protection: Include when business processes significant personal data, ensuring GDPR compliance

5. Regulatory Approvals: Required when transaction needs regulatory clearance (e.g., competition authority approval)

6. Post-Completion Services: Include when seller will provide transitional services after completion

7. Earn-out Provisions: Include when part of purchase price is contingent on future performance

8. Bank Guarantees: Required when payment includes bank guarantees or similar security arrangements

What schedules should be included in a Business Purchase Agreement?

1. Business Assets Schedule: Detailed list of all assets included in the sale

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

3. Employee Schedule: List of employees, their roles, and key employment terms

4. Property Schedule: Details of owned and leased properties

5. Contracts Schedule: List of material contracts being transferred

6. Intellectual Property Schedule: List of IP rights including registrations and licenses

7. Completion Obligations Schedule: Detailed list of completion deliverables

8. Warranties Schedule: Detailed warranties and any disclosed exceptions

9. Purchase Price Adjustment Schedule: Methodology for calculating any price adjustments

10. Form of Transfer Instruments: Templates for transfer documents required under Belgian law

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Belgium

Publisher

Genie AI

Cost

Free to use

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