Business Transfer Contract

Business Transfer Contract Template for Denmark

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Document background

The Business Transfer Contract is a crucial legal document used in Danish business transactions when one entity wishes to transfer ownership of a business to another. It is essential for transactions governed by Danish law, which has specific requirements regarding employee protection, competition law, and corporate governance. This document is particularly important given Denmark's comprehensive regulatory framework, including the Danish Business Transfer Act and related legislation. The contract typically covers all aspects of the transfer, from asset valuation to employee rights, and is commonly used in both asset and share transfer scenarios. It must comply with Danish statutory requirements while also addressing practical commercial considerations such as purchase price mechanisms, warranties, and post-completion obligations. The document is fundamental in ensuring a smooth transition of business ownership while maintaining legal compliance and protecting all stakeholders' interests.

Suggested Sections

1. Parties: Identification of the seller and buyer, including full legal names, registration numbers, and registered addresses

2. Background: Context of the transaction, including brief description of the business being transferred

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including what is being sold and purchased

5. Purchase Price: Details of the consideration, including amount, payment terms, and any adjustments

6. Conditions Precedent: Any conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of both parties between signing and completion

8. Completion: Mechanics of completion, including timing, location, and actions required

9. Employees: Treatment of employees, including TUPE provisions and employee consultations

10. Seller's Warranties: Warranties given by the seller regarding the business

11. Buyer's Warranties: Basic warranties given by the buyer

12. Tax Matters: Tax-related provisions and allocations of tax liabilities

13. Confidentiality: Provisions regarding confidential information and announcements

14. Post-Completion Obligations: Ongoing obligations after completion

15. Governing Law and Jurisdiction: Confirmation of Danish law and jurisdiction

Optional Sections

1. Non-Compete Provisions: Restrictions on seller's future business activities - include when seller could compete with transferred business

2. Intellectual Property Rights: Specific provisions for IP transfer - include when IP is a significant asset

3. Property Matters: Specific provisions for real estate - include when property transfer is involved

4. Environmental Matters: Environmental warranties and indemnities - include for manufacturing or industrial businesses

5. Earn-out Provisions: Structure for additional payments based on future performance - include when part of consideration is performance-based

6. Transitional Services: Arrangements for post-completion services - include when seller will provide ongoing support

7. Data Protection: Specific GDPR compliance provisions - include when significant personal data is involved

8. Pensions: Treatment of pension schemes - include when transferring pension obligations

Suggested Schedules

1. Schedule 1 - The Business: Detailed description of all assets, contracts, and liabilities being transferred

2. Schedule 2 - Properties: Details of any real estate included in the transfer

3. Schedule 3 - Employees: List of transferring employees and their key employment terms

4. Schedule 4 - Intellectual Property: Details of all IP rights included in the transfer

5. Schedule 5 - Material Contracts: List and copies of key business contracts being transferred

6. Schedule 6 - Completion Requirements: Detailed list of documents and actions required at completion

7. Schedule 7 - Warranties: Full list of seller's warranties

8. Schedule 8 - Tax Covenant: Detailed tax indemnity provisions

9. Schedule 9 - Excluded Assets: List of assets specifically excluded from the transfer

10. Appendix 1 - Completion Accounts: Format and principles for preparation of completion accounts

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