Commercial Property Purchase Agreement Template for Philippines

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Key Requirements PROMPT example:

Commercial Property Purchase Agreement

"I need a Commercial Property Purchase Agreement for acquiring a multi-story commercial building in Makati City, Philippines, with existing retail tenants, where the closing needs to happen by March 2025, and the agreement must include specific provisions for tenant transition and staged payment terms."

Document background
The Commercial Property Purchase Agreement is a crucial legal document used in Philippine real estate transactions for the transfer of commercial property ownership. It is essential when acquiring or disposing of commercial real estate assets in the Philippines, whether for business expansion, investment, or development purposes. This agreement must comply with various Philippine laws including the Civil Code, Property Registration Decree, and Local Government Code. It typically includes comprehensive details about the property, purchase price, payment terms, conditions precedent, warranties, and closing requirements. The document also addresses specific Philippine requirements such as tax implications, foreign ownership restrictions if applicable, and local government permits. It serves as the primary instrument for documenting the terms and conditions agreed upon between the buyer and seller while ensuring legal compliance and protection for all parties involved.
Suggested Sections

1. Parties: Identification of the Seller and Buyer, including complete legal names, addresses, and tax identification numbers as required by Philippine law

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

3. Definitions: Definitions of key terms used throughout the agreement, including technical and legal terms specific to Philippine real estate law

4. Property Description: Detailed description of the commercial property, including lot number, boundaries, and technical description as per the title

5. Purchase Price: Agreed purchase price, payment terms, method of payment, and schedule of payments

6. Terms of Payment: Detailed payment structure, including deposits, installments, and final payment requirements

7. Conditions Precedent: Conditions that must be met before the sale becomes binding, including due diligence requirements

8. Representations and Warranties: Declarations by both parties regarding their capacity to enter into the agreement and the status of the property

9. Title and Transfer: Provisions regarding the transfer of title, including timing and registration requirements

10. Taxes and Expenses: Allocation of taxes, registration fees, and other transaction costs between parties

11. Due Diligence: Buyer's right to investigate the property's condition, title, and compliance with regulations

12. Closing and Documentation: Requirements and procedures for closing the transaction

13. Default and Remedies: Consequences of default by either party and available remedies

14. Governing Law: Specification of Philippine law as governing law and jurisdiction

15. Execution: Signature blocks and notarization requirements as per Philippine law

Optional Sections

1. Broker Provisions: Include when real estate brokers are involved in the transaction, specifying commissions and responsibilities

2. Financing Contingency: Include when the purchase is contingent on the buyer obtaining financing

3. Environmental Matters: Include for properties with potential environmental concerns or requiring environmental compliance certificates

4. Tenant Provisions: Include when the property has existing tenants, addressing lease assignments and tenant rights

5. Development Obligations: Include when the property requires specific development or renovation work post-purchase

6. Condominium Provisions: Include for properties that are part of a condominium development

7. Foreign Ownership Provisions: Include when the buyer is a foreign entity, addressing ownership restrictions under Philippine law

8. Property Management: Include when there are specific arrangements for property management during the transition period

Suggested Schedules

1. Property Details: Technical description, boundaries, and floor plans of the property

2. Title Documents: Copy of the transfer certificate of title and historical title documents

3. Payment Schedule: Detailed breakdown of payment terms and dates

4. Due Diligence Results: Reports from technical, legal, and financial due diligence

5. Environmental Reports: Environmental compliance certificates and assessment reports

6. Permits and Licenses: Copies of relevant business permits, licenses, and zoning clearances

7. Property Tax Certificates: Current tax declarations and tax clearances

8. Existing Contracts: Copies of relevant existing contracts, including leases if applicable

9. Property Condition Report: Detailed assessment of the property's current condition

10. List of Fixtures and Fittings: Inventory of items included in the sale

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

Relevant legal definitions
Clauses
Relevant Industries

Real Estate

Banking and Finance

Retail

Manufacturing

Hospitality

Healthcare

Technology

Logistics and Warehousing

Education

Professional Services

Entertainment and Leisure

Industrial

Construction and Development

Relevant Teams

Legal

Finance

Real Estate

Operations

Compliance

Risk Management

Business Development

Property Management

Facilities Management

Corporate Affairs

Investment

Asset Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Real Estate Director

Property Manager

Corporate Lawyer

Legal Counsel

Business Development Manager

Investment Manager

Facilities Manager

Real Estate Broker

Commercial Director

Asset Manager

Risk Manager

Compliance Officer

Finance Director

Operations Director

Project Manager

Property Developer

Real Estate Analyst

Corporate Secretary

Industries
Civil Code of the Philippines (Republic Act No. 386): Provides the basic framework for contracts, property rights, obligations, and modes of acquiring ownership. Articles 1305-1422 specifically deal with contracts, while Articles 1458-1637 cover sales.
Property Registration Decree (Presidential Decree No. 1529): Governs the registration of real property and transactions affecting registered land, including the issuance of transfer certificates of title.
National Internal Revenue Code (Tax Code): Covers various taxes applicable to property transactions, including capital gains tax, documentary stamp tax, and value-added tax on real estate transactions.
Local Government Code (Republic Act No. 7160): Governs local real property taxation, zoning regulations, and necessary permits for commercial properties.
Urban Development and Housing Act (Republic Act No. 7279): Provides guidelines for urban land use and development, affecting commercial property development and usage.
Environmental Impact Statement System (Presidential Decree No. 1586): Requires environmental compliance certificates for certain types of commercial properties and developments.
Anti-Money Laundering Act (Republic Act No. 9160): Relevant for high-value real estate transactions, requiring proper documentation of funds and transaction reporting.
Fire Code of the Philippines (Republic Act No. 9514): Specifies fire safety requirements and standards for commercial buildings and properties.
National Building Code (Republic Act No. 6541): Sets standards for building construction, structural requirements, and safety measures for commercial properties.
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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