Business Buy Sell Agreement for Ireland

Business Buy Sell Agreement Template for Ireland

A comprehensive legal agreement governed by Irish law that facilitates the sale and purchase of a business or its assets. This document outlines the terms and conditions of the transaction, including purchase price, payment terms, warranties, representations, and conditions precedent. It incorporates relevant Irish corporate law requirements, tax considerations, and regulatory compliance measures, while addressing crucial aspects such as employee transfers, asset handling, and post-completion obligations. The agreement provides legal protection for both parties and ensures a clear framework for the business transfer process under Irish jurisdiction.

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What is a Business Buy Sell Agreement?

The Business Buy Sell Agreement is a crucial legal document used in Irish business transactions when transferring ownership of a business from one party to another. It is essential for both small business transfers and larger corporate acquisitions, providing a comprehensive framework that ensures compliance with Irish corporate law, tax regulations, and business transfer requirements. This agreement typically includes detailed provisions covering purchase price mechanics, warranties, representations, employee matters, asset transfers, and post-completion obligations. It's particularly important in protecting both parties' interests while ensuring a smooth transition of ownership. The document must align with Irish legal requirements, including Companies Act 2014 provisions, competition law considerations, and relevant tax legislation.

What sections should be included in a Business Buy Sell Agreement?

1. Parties: Identification of all parties to the agreement, including seller(s) and buyer(s)

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

3. Definitions: Defined terms used throughout the agreement

4. Sale and Purchase: Core transaction terms, including what is being sold (shares/assets)

5. Purchase Price: Consideration amount, payment terms, and any price adjustment mechanisms

6. Completion: Closing mechanics, timing, and deliverables

7. Seller's Warranties: Comprehensive warranties about the business, its assets, and operations

8. Buyer's Warranties: Basic warranties from the buyer, including capacity to enter agreement and funding

9. Pre-Completion Obligations: Conduct of business between signing and completion

10. Limitations on Claims: Limitations on warranty claims and indemnification

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

12. Non-Competition: Restrictions on seller's future competitive activities

13. Employee Matters: Treatment of employees and related liabilities

14. Tax Matters: Tax covenants, indemnities, and allocations

15. Governing Law and Jurisdiction: Choice of Irish law and jurisdiction provisions

16. General Provisions: Standard boilerplate clauses including notices, amendments, etc.

What sections are optional to include in a Business Buy Sell Agreement?

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

2. Real Estate: Include when business owns/leases significant property assets

3. Intellectual Property: Include when IP assets are material to the business

4. Environmental Matters: Include for businesses with environmental risks/compliance requirements

5. Data Protection: Include when significant personal data processing is involved

6. Pensions: Include when dealing with defined benefit schemes or significant pension obligations

7. Debt and Security: Include when dealing with significant existing debt arrangements

8. Regulatory Approvals: Include when transaction requires specific regulatory clearances

9. Parent Company Guarantee: Include when buyer/seller is backed by parent company guarantee

What schedules should be included in a Business Buy Sell Agreement?

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

2. Schedule 2 - Properties: Details of owned and leased properties

3. Schedule 3 - Intellectual Property: List of IP rights, registrations, and licenses

4. Schedule 4 - Employees: List of employees and their key terms of employment

5. Schedule 5 - Material Contracts: Summary of key business contracts

6. Schedule 6 - Warranties: Detailed warranties about the business

7. Schedule 7 - Tax Covenant: Detailed tax indemnity provisions

8. Schedule 8 - Completion Deliverables: List of documents/items to be delivered at completion

9. Appendix 1 - Completion Accounts: Pro forma completion accounts and adjustment mechanisms

10. Appendix 2 - Properties Information: Detailed property information and certificates

11. Appendix 3 - Disclosed Documents: List of documents disclosed against 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

Jurisdiction

Ireland

Publisher

Genie AI

Document Type

Contract to Sell

Cost

Free to use
Clauses
Relevant Industries

Manufacturing

Retail

Technology

Professional Services

Healthcare

Hospitality

Construction

Real Estate

Financial Services

Agriculture

Energy

Transportation

Education

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Human Resources

Operations

Compliance

Risk Management

Strategy

Commercial

Business Development

Relevant Roles

CEO

Managing Director

Business Owner

Corporate Lawyer

Legal Counsel

Chief Financial Officer

Finance Director

Business Development Director

Company Secretary

Tax Director

Operations Director

HR Director

Commercial Director

Compliance Officer

Risk Manager

Transaction Manager

Investment Director

Strategy Director

Corporate Development Manager

Industries
Companies Act 2014: Primary legislation governing company operations in Ireland, including share transfers, business sales, and corporate restructuring requirements
Competition Act 2002 (as amended): Regulates merger control and business combinations, particularly relevant for larger transactions that might require Competition Authority approval
Transfer of Undertakings Regulations 2003 (TUPE): Protects employees' rights during business transfers, ensuring continuation of employment terms and conditions
Capital Gains Tax Consolidation Act 2003: Governs taxation implications of business sales and transfers, including relief and exemptions available
Value Added Tax Consolidation Act 2010: Regulates VAT implications in business sales, particularly important for asset transfers
Stamp Duties Consolidation Act 1999: Covers stamp duty obligations on share transfers and business asset sales
General Data Protection Regulation (GDPR) and Data Protection Act 2018: Regulates the transfer of personal data during business sales and ensures compliance with data protection requirements
Sale of Goods and Supply of Services Act 1980: Governs contractual aspects of business sales and provides framework for warranties and representations
Employment Equality Acts 1998-2015: Ensures non-discrimination and equal treatment during business transfers and subsequent employment arrangements
Central Bank Act 1942 (as amended): May be relevant if the business involves regulated financial services requiring Central Bank approval for ownership changes
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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