The Transfer Of Business Ownership Agreement is a crucial legal instrument used in the Philippines when transferring ownership of a business entity from one party to another. This document is essential for both small business transfers and large corporate acquisitions, ensuring compliance with Philippine corporate laws, tax regulations, and local business practices. It becomes necessary when a business owner wishes to sell their enterprise, during succession planning, or in corporate restructuring scenarios. The agreement comprehensively covers all aspects of the transfer, including asset valuation, employee transitions, liability assignments, and regulatory compliance requirements. It must adhere to specific Philippine legal requirements, including proper notarization and registration with relevant government authorities such as the Securities and Exchange Commission (SEC) or Department of Trade and Industry (DTI). The document serves as both a legal record of the transaction and a roadmap for implementing the ownership transfer.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identifies and provides full details of the transferor (seller) and transferee (buyer), including registration numbers and addresses
2. Background: Contextual information about the business, reason for transfer, and brief transaction overview
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transfer, including what is being transferred and the agreed purchase price
5. Completion Mechanics: Details of how and when the transfer will take place, including conditions precedent and completion requirements
6. Purchase Price and Payment Terms: Detailed breakdown of the purchase price, payment schedule, and payment mechanics
7. Seller's Warranties: Warranties regarding business ownership, operations, financial statements, compliance, and other material aspects
8. Assets and Liabilities: Specific provisions regarding the transfer of assets and treatment of liabilities
9. Employee Matters: Provisions regarding the transfer of employees and related obligations
10. Tax Matters: Allocation of tax responsibilities and indemnities
11. Handover and Transition: Process for business handover and transition period arrangements
12. Confidentiality: Obligations regarding confidential information
13. Governing Law and Jurisdiction: Specifies Philippine law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Intellectual Property: Required when the business involves significant IP assets requiring specific transfer provisions
2. Real Property: Needed when the business transfer includes real estate assets
3. Environmental Matters: Required for businesses with environmental compliance obligations or risks
4. Competition Compliance: Necessary when the transfer requires competition authority approval
5. Third Party Consents: Include when specific third-party approvals are required for the transfer
6. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
7. Non-Compete Provisions: Include when restricting the seller's future business activities
8. Financing Provisions: Required when the purchase involves external financing arrangements
1. Business Assets Schedule: Detailed inventory of all assets being transferred
2. Excluded Assets Schedule: List of assets specifically excluded from the transfer
3. Employee Schedule: List of employees, positions, and employment terms
4. Contracts Schedule: List of business contracts being transferred
5. Intellectual Property Schedule: Details of all IP assets including registrations
6. Properties Schedule: Details of real property assets and leases
7. Permits and Licenses: List of governmental permits and licenses
8. Completion Deliverables: Checklist of documents and actions required at completion
9. Warranties Schedule: Detailed warranties and any disclosed exceptions
10. Purchase Price Allocation: Breakdown of purchase price allocation across assets
Find the exact document you need
Non Binding Agreement
A Non-Binding Agreement template under Philippine law for structuring preliminary business discussions and proposed arrangements while maintaining no legal obligations.
Download
Bilateral Contract (Real Estate)
A Philippine law-compliant bilateral contract for real estate transactions, facilitating legal property transfer between parties with necessary terms and conditions.
Download
Business Agreement
Template for a Philippine-law compliant business agreement, structured to establish clear commercial relationships while meeting local legal requirements.
Download
Option Contract (Real Estate)
A Philippine law-governed contract granting exclusive rights to purchase specific real estate property under preset terms and conditions within a defined timeframe.
Download
Written Agreement For Payment
A legally binding payment agreement under Philippine law that establishes payment terms, schedules, and obligations between parties.
Download
Land Lease Agreement Form
A Philippine law-compliant agreement establishing terms for leasing land between property owner and tenant, including rental terms, usage rights, and obligations.
Download
Bilateral Contract
A bilateral contract template compliant with Philippine law, establishing reciprocal obligations between two parties.
Download
Consignment Agreement Form
A Philippine law-governed agreement establishing terms for consignment sales arrangement between product owner and seller, including commission and inventory management terms.
Download
General Tenancy Agreement
A Philippine law-compliant agreement establishing terms and conditions for property rental between landlord and tenant.
Download
Standard Form Contract
A standardized contract template compliant with Philippine law, designed for regular business-to-consumer transactions with pre-set terms and conditions.
Download
Contract Agreement Form
A comprehensive Contract Agreement Form template compliant with Philippine law, designed for establishing legally binding business relationships.
Download
Money Agreement Between Two Parties
A comprehensive money lending agreement template compliant with Philippine law, structuring financial transactions between two parties.
Download
Written Agreement
A formal Written Agreement compliant with Philippine law, establishing legally binding obligations between parties with clear terms and enforcement mechanisms.
Download
Simple Contract
A straightforward legal agreement governed by Philippine law that establishes basic contractual relationships between parties, ensuring compliance with the Civil Code of the Philippines.
Download
Side Agreement
A supplementary agreement under Philippine law that modifies or clarifies terms of an existing primary agreement while maintaining compliance with Philippine civil and commercial legislation.
Download
Mutual Agreement Between Two Parties
A legally compliant template for Mutual Agreements between two parties under Philippine law, suitable for various business relationships.
Download
Lease Agreement With Option To Purchase
A Philippine law-governed agreement combining property lease terms with a future purchase option, establishing conditions for both temporary use and potential acquisition.
Download
Incorporation Agreement
A foundational legal document under Philippine law that establishes a new corporation and defines its basic structure, governance, and operational framework.
Download
Formal Agreement
A binding legal agreement drafted under Philippine law that establishes formal business relationships and obligations between parties.
Download
Fixed Term Tenancy Agreement
A Philippine law-compliant agreement establishing fixed-term rental terms between landlord and tenant, governed by the Rent Control Act and Civil Code of the Philippines.
Download
Contract For Selling A Car
A Philippine law-compliant contract for the sale and transfer of ownership of a motor vehicle, including essential terms and conditions for both parties.
Download
Casual Worker Contract
A Philippine-compliant contract for casual employment arrangements, establishing terms and conditions for temporary or intermittent work relationships.
Download
Business Transfer Agreement
A Philippine law-governed agreement facilitating the complete transfer of business ownership, assets, and operations between entities, ensuring regulatory compliance and smooth transition.
Download
Boilerplate Agreement
A versatile Boilerplate Agreement template compliant with Philippine law, designed for various business relationships and transactions.
Download
Tooling Agreement
A Philippine law-governed agreement establishing terms for industrial tool development, supply, and usage rights between manufacturing parties.
Download
Service Agreement Terms And Conditions
Philippine-law governed terms and conditions document outlining service provision arrangements between provider and client.
Download
Representation Agreement
A Philippine law-governed agreement establishing the terms and conditions between a principal and their appointed representative, defining scope, territory, and mutual obligations.
Download
Provisional Agreement
A temporary contractual arrangement under Philippine law that establishes interim terms and conditions between parties while evaluating longer-term collaboration possibilities.
Download
Preliminary Agreement
A pre-contractual document under Philippine law that establishes the framework for negotiations and initial terms between parties before finalizing a detailed agreement.
Download
Notary Rent Agreement
A legally binding rental agreement authenticated by a notary public under Philippine law, establishing terms and conditions between lessor and lessee.
Download
Non Compete Agreement Between Companies
A Philippine law-governed agreement establishing competitive restrictions between companies, defining scope, duration, and territorial limitations of non-compete obligations.
Download
Lease With Option To Buy
A Philippine law-governed agreement combining property lease terms with a future purchase option, structured to comply with local real estate and contract laws.
Download
Land Agreement Between Two Parties
A Philippine law-compliant agreement for the transfer of land ownership between two parties, incorporating all essential legal requirements and protections.
Download
Contract Agreement Between Two Parties
A bilateral agreement under Philippine law establishing legally binding obligations between two parties, with comprehensive terms and conditions for business relationships.
Download
Common Terms Agreement
A Philippine law-governed agreement establishing common terms for syndicated lending facilities, standardizing the relationship between multiple lenders and borrower(s).
Download
Buyer Agency Agreement
A Philippine-law governed agreement establishing a professional relationship between a real estate agent and property buyer, outlining the agent's authority, duties, and compensation terms.
Download
Statement Of Agreement
A formal document under Philippine law that records mutual understanding and commitments between parties, serving as a simplified yet legally binding agreement.
Download
Contract For Service And Contract Of Service
A dual-purpose contract template for employment and independent contractor relationships compliant with Philippine law and regulations.
Download
Preliminary Contract
A Philippine law-governed binding preliminary agreement that establishes the framework and obligations for parties negotiating toward a final contract.
Download
Key Agreement For Employees
A Philippine-compliant agreement governing the issuance and management of keys/access devices to employees, establishing security protocols and holder responsibilities.
Download
Genie’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; Genie’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)
.png)