Offer To Purchase Commercial (Real Estate) for Philippines

Offer To Purchase Commercial (Real Estate) Template for Philippines

This document serves as a formal offer to purchase commercial real estate property in the Philippines, structured in accordance with Philippine property law and commercial regulations. It outlines the proposed terms and conditions for the purchase of commercial property, including the purchase price, payment terms, due diligence requirements, and conditions precedent to closing. The document incorporates specific provisions required under Philippine law, including compliance with foreign ownership restrictions, local government regulations, and the Property Registration Decree. It serves as the initial step in the commercial property acquisition process and, upon acceptance, forms the basis for the final purchase agreement.

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What is a Offer To Purchase Commercial (Real Estate)?

The Offer To Purchase Commercial (Real Estate) document is a crucial instrument in Philippine commercial property transactions, typically used when a prospective buyer wishes to formally express their intent to purchase commercial real estate and outline the proposed terms of the transaction. This document is particularly important in the Philippine context as it must comply with specific local regulations, including the Civil Code of the Philippines, Property Registration Decree, and local government requirements. It serves as the preliminary agreement that, once accepted, leads to a binding contract of sale. The document includes essential elements such as property details, purchase price, payment terms, due diligence provisions, and conditions precedent, while also addressing specific Philippine requirements such as foreign ownership restrictions where applicable. It's commonly used in various commercial property transactions, from office buildings to industrial facilities, and forms the foundation for subsequent negotiations and the final sale agreement.

What sections should be included in a Offer To Purchase Commercial (Real Estate)?

1. Parties: Identification of the Offeror and Property Owner/Seller, including complete legal names, addresses, and tax identification numbers

2. Background: Brief context of the transaction and property being offered to purchase

3. Definitions: Key terms used throughout the document, including Property, Purchase Price, Closing Date, etc.

4. Property Description: Detailed description of the commercial property, including exact location, boundaries, and title certificate details

5. Purchase Price: The offered purchase amount, currency, and payment terms

6. Earnest Money: Amount, payment terms, and conditions for the earnest money deposit

7. Due Diligence Period: Timeframe and terms for conducting property inspection, title search, and other investigations

8. Conditions Precedent: Conditions that must be satisfied before the transaction can proceed to closing

9. Representations and Warranties: Statements of fact by both parties regarding their capacity to enter into the agreement and the property's condition

10. Closing Process: Details of the closing procedure, including timing, location, and required documentation

11. Default and Remedies: Consequences and available remedies if either party fails to perform their obligations

12. Notices: How and where formal communications between parties should be delivered

13. Governing Law: Specification that Philippine law governs the agreement

14. Execution: Signature blocks and notarization requirements

What sections are optional to include in a Offer To Purchase Commercial (Real Estate)?

1. Financing Contingency: Include when buyer's offer is contingent on obtaining specific financing

2. Tenant Rights: Include when the property has existing tenants and their rights need to be addressed

3. Environmental Conditions: Include when the property may have environmental concerns or requires environmental clearance

4. Zoning Contingency: Include when the purchase is contingent on specific zoning requirements or changes

5. Property Management: Include when interim property management arrangements are needed between acceptance and closing

6. Broker Relationships: Include when real estate brokers are involved in the transaction

7. Assignment Rights: Include when either party may need to assign their rights under the agreement

8. Foreign Investment Provisions: Include when the buyer is a foreign entity, addressing specific Philippine foreign ownership restrictions

What schedules should be included in a Offer To Purchase Commercial (Real Estate)?

1. Schedule A - Property Details: Comprehensive legal description of the property, including lot numbers, boundaries, and technical descriptions

2. Schedule B - Purchase Price Breakdown: Detailed breakdown of the purchase price, including any adjustments and payment schedule

3. Schedule C - Due Diligence Documents: List of required documents to be provided during the due diligence period

4. Schedule D - Permitted Encumbrances: List of accepted liens, encumbrances, or restrictions on the property

5. Schedule E - Existing Contracts: List of service contracts, leases, or other agreements affecting the property

6. Appendix 1 - Property Plans: Building plans, site maps, and relevant technical drawings

7. Appendix 2 - Environmental Reports: Any existing environmental assessments or reports

8. Appendix 3 - Title Documents: Copy of the current title certificate and relevant title documents

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

Philippines

Publisher

Genie AI

Document Type

Purchase Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Real Estate Development

Commercial Property Investment

Retail

Hospitality

Manufacturing

Logistics and Warehousing

Healthcare

Education

Banking and Financial Services

Professional Services

Technology and Data Centers

Industrial

Entertainment and Recreation

Relevant Teams

Legal

Real Estate

Finance

Business Development

Operations

Risk Management

Facilities Management

Corporate Development

Investment

Compliance

Property Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Real Estate Director

Property Development Manager

Investment Manager

Corporate Counsel

Legal Counsel

Commercial Property Manager

Facilities Manager

Business Development Director

Expansion Director

Asset Manager

Real Estate Broker

Property Acquisition Specialist

Corporate Real Estate Manager

Risk Management Officer

Industries
Civil Code of the Philippines (Republic Act No. 386): Provides the fundamental legal framework for contracts, property rights, obligations, and modes of acquiring ownership. Articles 1305-1422 specifically deal with contracts, while Book II covers property, ownership, and its modifications.
Presidential Decree No. 1529 (Property Registration Decree): Governs the registration and transfer of real property in the Philippines, including the system of registration, certificates of title, and procedures for property transfers.
Republic Act No. 9160 (Anti-Money Laundering Act): Requires reporting of real estate transactions above certain thresholds and due diligence in large property purchases to prevent money laundering.
Republic Act No. 7160 (Local Government Code): Provides framework for local government units' authority over land use, zoning regulations, and building permits for commercial properties.
Republic Act No. 6541 (National Building Code): Sets standards for building construction, structural design, and safety requirements for commercial properties.
Revenue Regulations of the Bureau of Internal Revenue: Covers tax implications of real estate transactions, including capital gains tax, documentary stamp tax, and other applicable taxes.
Presidential Decree No. 957: Regulates real estate development and sales, including requirements for developers and protection of buyers.
Republic Act No. 9646 (Real Estate Service Act): Governs real estate practice in the Philippines, including requirements for real estate professionals involved in commercial transactions.
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