Business Purchase Agreement Template for United States

A Business Purchase Agreement spells out the terms and conditions when buying an existing business in the Philippines. This legally binding contract covers everything from the final purchase price and payment terms to the transfer of assets, licenses, and permits under Philippine corporate laws.

The agreement protects both buyer and seller by clearly stating what's included in the sale - from physical assets and inventory to intellectual property and customer lists. It also addresses important details like employee transitions, non-compete clauses, and any contingencies that must be met before closing, all while following local Securities and Exchange Commission requirements.

Use a Business Purchase Agreement when acquiring an existing business in the Philippines, especially during the final stages of negotiations. This crucial document becomes essential once both parties have agreed on the basic terms and need to formalize the deal's specifics.

The timing is particularly important when buying franchises, family-owned businesses, or companies with significant assets in the Philippines. Having this agreement in place before any money changes hands or operations transfer protects everyone involved and ensures compliance with SEC regulations, tax laws, and local business transfer requirements.

• Business Purchase And Sale Agreement: Core agreement covering the complete transfer of business operations, assets, and liabilities
• Company Share Purchase Agreement: Focuses on stock transfer and ownership changes while leaving business structure intact
• Commercial Property Purchase Agreement: Specialized for real estate and fixed asset transactions within business sales
• Non Disclosure Agreement For Sale Of Business: Protects confidential information during sale negotiations
• Simple Real Estate Sales Contract: Streamlined version for straightforward property transfers in business deals

• Business Owners/Sellers: Responsible for disclosing accurate business information, financial records, and existing liabilities in the Business Purchase Agreement
• Buyers/Investors: Review and negotiate terms, conduct due diligence, and ensure compliance with Philippine corporate acquisition laws
• Corporate Lawyers: Draft and review agreements, ensure legal compliance, and protect client interests during the transaction
• Business Brokers: Facilitate negotiations and help structure deals that satisfy both parties
• Accountants/Financial Advisors: Verify financial statements and advise on tax implications of the purchase structure
• SEC Representatives: Review and approve necessary documentation for regulated business transfers

• Business Details: Gather complete legal names, registration numbers, and contact information for all parties involved
• Asset Inventory: List all physical assets, intellectual property, contracts, and licenses included in the sale
• Financial Records: Compile latest financial statements, tax returns, and proof of ownership documents
• Purchase Terms: Document agreed price, payment schedule, and any contingencies or conditions
• Due Diligence: Review existing contracts, permits, and potential liabilities
• Regulatory Compliance: Check SEC requirements and local business transfer regulations
• Draft Review: Use our platform to generate a customized agreement that meets Philippine legal standards

• Party Information: Complete legal names, addresses, and registration details of buyer and seller
• Asset Description: Detailed inventory of tangible and intangible assets being transferred
• Purchase Price: Clear statement of consideration, payment terms, and any adjustments
• Representations & Warranties: Statements about business condition, ownership, and liabilities
• Transfer Terms: Specific conditions for closing and transfer of ownership
• Non-Compete Provisions: Restrictions on seller's future business activities
• Governing Law: Philippine law application and jurisdiction clauses
• Dispute Resolution: Clear procedures for handling conflicts under local regulations

A Business Purchase Agreement differs significantly from an Asset Purchase Agreement in several key ways, though they're often confused in Philippine business transactions. While both involve transferring business property, their scope and implications vary considerably.

• Scope of Transfer: Business Purchase Agreements cover the entire business entity, including goodwill, customer relationships, and ongoing operations. Asset Purchase Agreements focus only on specific assets, letting sellers retain certain liabilities or elements.
• Legal Entity Status: A Business Purchase Agreement typically transfers the entire legal entity, while an Asset Purchase Agreement keeps the original entity intact, just with fewer assets.
• Tax Implications: Business purchases often involve different tax treatments under Philippine law, particularly regarding VAT and documentary stamp taxes.
• Employee Relations: Business purchases automatically transfer employment relationships; asset purchases may require new employment contracts.