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Business Transfer Contract

Business Transfer Contract Template for Belgium

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Key Requirements PROMPT example:

Business Transfer Contract

"I need a Business Transfer Contract for the sale of my manufacturing company with 50 employees to a French corporation, with completion planned for March 2025, including special provisions for ongoing supply agreements and technology transfer."

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Document background
The Business Transfer Contract is a crucial document used in Belgian business acquisitions and sales, whether structured as an asset or share transfer. It serves as the primary agreement documenting the terms and conditions of the business transfer, incorporating requirements from Belgian civil law, corporate law, and employment regulations (particularly CBA 32bis for employee transfers). This document is essential when a business or company is being sold, whether as a going concern or through share transfer, and requires careful consideration of Belgian tax implications, competition law, and regulatory requirements. The contract typically includes comprehensive provisions for due diligence findings, warranties, indemnities, and specific Belgian legal compliance matters. It's particularly important to note that under Belgian law, specific formalities and mandatory provisions must be included, especially regarding employee rights and transfer of undertakings.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including full legal details and registered addresses

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

3. Definitions and Interpretation: Detailed definitions of key terms and interpretation rules for the agreement

4. Sale and Purchase: Core transaction terms including what is being sold and purchase price

5. Purchase Price and Payment: Detailed payment terms, including payment method, timing, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of both parties between signing and completion

8. Completion: Process and requirements for completing the transaction

9. Warranties: Seller's warranties about the business, assets, and liabilities

10. Tax Matters: Tax-related warranties, indemnities, and obligations

11. Employee Matters: Treatment of employees, including transfer terms and obligations under CBA 32bis

12. Restrictive Covenants: Non-compete and non-solicitation provisions

13. Confidentiality: Confidentiality obligations regarding the transaction and business information

14. Announcements: Rules for public announcements about the transaction

15. Governing Law and Jurisdiction: Confirmation of Belgian law governance and jurisdiction for disputes

Optional Sections

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

2. Intellectual Property Transfer: Detailed IP transfer provisions when significant IP assets are involved

3. Real Estate Provisions: Specific provisions when business transfer includes real estate

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

5. Data Protection: Detailed GDPR compliance provisions for data-heavy businesses

6. Transition Services: Used when seller will provide post-completion services

7. Working Capital Adjustment: Mechanism for adjusting price based on working capital at completion

8. Bank Guarantees: When payment security is required through bank guarantees

Suggested Schedules

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

2. Excluded Assets Schedule: List of assets specifically excluded from the transfer

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

4. Property Schedule: Details of any real estate included in the transfer

5. Intellectual Property Schedule: List of all IP rights being transferred

6. Material Contracts Schedule: List of key contracts being transferred

7. Completion Requirements: Detailed list of documents and actions required at completion

8. Warranties Schedule: Detailed business warranties

9. Data Room Index: Index of due diligence documents provided

10. Disclosed Matters: List of matters disclosed against the warranties

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 | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Accounts
Accounting Principles
Affiliate
Assets
Business
Business Day
Completion
Completion Date
Conditions Precedent
Consideration
Data Room
Disclosed
Disclosure Letter
Effective Date
Employees
Encumbrance
Enterprise Value
Environmental Laws
Excluded Assets
Excluded Liabilities
Financial Statements
Governmental Authority
Group
Indemnities
Intellectual Property Rights
Key Employees
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Net Working Capital
Properties
Purchase Price
Purchase Price Adjustment
Reference Working Capital
Regulatory Approvals
Related Parties
Relevant Authority
Sale Shares
Seller's Group
Seller's Knowledge
Seller's Warranties
Subsidiaries
Tag-Along Rights
Tax
Tax Authority
Tax Covenant
Tax Returns
Third Party
Transaction Documents
Transfer Regulations
Transferred Employees
Warranties
Working Capital
Clauses
Sale and Purchase
Purchase Price
Payment Terms
Completion Mechanics
Conditions Precedent
Pre-Completion Covenants
Employee Transfer
Asset Transfer
Intellectual Property
Real Estate
Warranties and Representations
Tax Covenants
Environmental Compliance
Data Protection
Confidentiality
Non-Competition
Non-Solicitation
Force Majeure
Assignment
Severability
Notices
Governing Law
Dispute Resolution
Working Capital Adjustment
Indemnification
Third Party Rights
Material Contracts
Regulatory Compliance
Change of Control
Business Continuity
Information Technology
Customer Contracts
Supplier Agreements
Insurance
Post-Completion Obligations
Bank Guarantees
Security Interests
Debt and Encumbrances
Public Announcements
Further Assurance
Costs and Expenses
Relevant Industries

Manufacturing

Retail

Technology

Professional Services

Healthcare

Construction

Hospitality

Financial Services

Real Estate

Transportation and Logistics

Energy

Telecommunications

Media and Entertainment

Agriculture

Education

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Human Resources

Tax

Compliance

Risk Management

Operations

Strategy

Business Development

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Director

Business Development Director

Finance Director

Legal Counsel

Transaction Manager

Integration Manager

Human Resources Director

Tax Director

Company Secretary

Risk Manager

Compliance Officer

Commercial Director

Industries
Belgian Civil Code (Code civil/Burgerlijk Wetboek): Fundamental legislation governing contracts and obligations in Belgium, providing the basic framework for business transfer agreements
Belgian Company Code (Code des sociétés/Wetboek van vennootschappen): Regulates corporate aspects of business transfers, including share transfers, mergers, and corporate governance requirements
Collective Bargaining Agreement No. 32bis: Implementation of EU Directive 2001/23/EC on transfer of undertakings, protecting employee rights during business transfers
Belgian Competition Act: Governs merger control and anti-competitive practices, potentially requiring merger clearance for larger transactions
Belgian Income Tax Code: Regulates tax implications of business transfers, including capital gains tax and VAT considerations
Belgian GDPR Implementation Law: National implementation of GDPR, crucial for handling personal data transfer during business acquisition
Registration Duties Code: Governs registration requirements and duties payable on transfer of business assets
Act on Market Practices and Consumer Protection: Relevant for transfers involving consumer-facing businesses and related obligations
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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