Share And Asset Purchase Agreement Template for the Netherlands

A Share and Asset Purchase Agreement (SAPA) represents one of the most sophisticated transaction structures available under Netherlands law, allowing you to acquire both company shares and specific assets in a single comprehensive deal. This dual-structure approach provides maximum flexibility when traditional share purchases or asset purchases alone cannot deliver your desired commercial objectives.

When do you need this document?

You'll need a SAPA when conducting complex corporate transactions that require both share ownership and direct asset control. This typically occurs during business carve-outs where you're acquiring a subsidiary along with specific assets from the parent company, partial business transfers where only certain divisions are being sold, or situations involving intellectual property that must be transferred separately from share ownership. The agreement is also essential when regulatory requirements mandate specific asset transfers, or when you need to exclude certain liabilities while acquiring operational control through share ownership.

Key legal considerations

Your SAPA must address the complexities of dual acquisition structures, including coordinated closing conditions for both share and asset transfers. Purchase price allocation between shares and assets requires careful consideration for tax optimization and accounting treatment. Warranty and indemnity provisions must cover both share-related and asset-specific risks, with clear delineation of seller responsibilities for each component. Employee transfer obligations under TUPE regulations apply differently to share versus asset acquisitions, requiring precise drafting to ensure compliance. Due diligence requirements expand significantly as you must investigate both corporate governance matters and individual asset conditions, titles, and encumbrances.

Legal requirements in Netherlands

Under Dutch Civil Code Book 2, share transfers require notarial execution and must comply with corporate governance requirements including board resolutions and shareholder approvals. Works Council Act obligations mandate consultation with employee representatives for both share transfers and asset transfers that constitute undertaking transfers. Dutch Civil Code Book 3 governs asset transfer mechanisms, requiring specific formalities for different asset types including real estate, intellectual property, and moveable assets. Competition law compliance under the Dutch Competition Act may require merger notifications if turnover thresholds are exceeded. Tax considerations include transfer tax on real estate assets, corporate income tax implications of purchase price allocation, and potential stamp duty on share transfers depending on transaction structure.