The Business Transfer Contract is a crucial document used in Belgian business acquisitions and sales, whether structured as an asset or share transfer. It serves as the primary agreement documenting the terms and conditions of the business transfer, incorporating requirements from Belgian civil law, corporate law, and employment regulations (particularly CBA 32bis for employee transfers). This document is essential when a business or company is being sold, whether as a going concern or through share transfer, and requires careful consideration of Belgian tax implications, competition law, and regulatory requirements. The contract typically includes comprehensive provisions for due diligence findings, warranties, indemnities, and specific Belgian legal compliance matters. It's particularly important to note that under Belgian law, specific formalities and mandatory provisions must be included, especially regarding employee rights and transfer of undertakings.
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1. Parties: Identification of the seller(s) and buyer(s), including full legal details and registered addresses
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions and Interpretation: Detailed definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including what is being sold and purchase price
5. Purchase Price and Payment: Detailed payment terms, including payment method, timing, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Process and requirements for completing the transaction
9. Warranties: Seller's warranties about the business, assets, and liabilities
10. Tax Matters: Tax-related warranties, indemnities, and obligations
11. Employee Matters: Treatment of employees, including transfer terms and obligations under CBA 32bis
12. Restrictive Covenants: Non-compete and non-solicitation provisions
13. Confidentiality: Confidentiality obligations regarding the transaction and business information
14. Announcements: Rules for public announcements about the transaction
15. Governing Law and Jurisdiction: Confirmation of Belgian law governance and jurisdiction for disputes
1. Earn-out Provisions: Used when part of purchase price is contingent on future performance
2. Intellectual Property Transfer: Detailed IP transfer provisions when significant IP assets are involved
3. Real Estate Provisions: Specific provisions when business transfer includes real estate
4. Environmental Matters: Required for businesses with environmental risks or obligations
5. Data Protection: Detailed GDPR compliance provisions for data-heavy businesses
6. Transition Services: Used when seller will provide post-completion services
7. Working Capital Adjustment: Mechanism for adjusting price based on working capital at completion
8. Bank Guarantees: When payment security is required through bank guarantees
1. Business Assets Schedule: Detailed list of all assets included in the transfer
2. Excluded Assets Schedule: List of assets specifically excluded from the transfer
3. Employee Schedule: List of transferring employees and their key employment terms
4. Property Schedule: Details of any real estate included in the transfer
5. Intellectual Property Schedule: List of all IP rights being transferred
6. Material Contracts Schedule: List of key contracts being transferred
7. Completion Requirements: Detailed list of documents and actions required at completion
8. Warranties Schedule: Detailed business warranties
9. Data Room Index: Index of due diligence documents provided
10. Disclosed Matters: List of matters disclosed against the warranties
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