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Company Sale Agreement for the Netherlands

Company Sale Agreement Template for Netherlands

A comprehensive legal agreement governed by Dutch law that documents the terms and conditions for the sale and purchase of a company, whether through a share sale or asset sale. The agreement is structured according to Dutch civil law requirements and includes detailed provisions covering purchase price, warranties, indemnities, conditions precedent, and completion mechanics. It incorporates specific Dutch legal requirements such as works council consultation, regulatory approvals, and notarial requirements for share transfers. The document serves as the primary transaction document and typically references numerous schedules and annexes containing detailed information about the target company.

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Company Sale Agreement

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What is a Company Sale Agreement?

The Company Sale Agreement (Koopovereenkomst) is a fundamental transaction document used in the Netherlands for facilitating the sale and purchase of companies. It is essential for both private and public company acquisitions, though its specific terms may vary depending on the transaction structure. This agreement is drafted in accordance with Dutch civil law and corporate regulations, requiring consideration of specific Dutch legal elements such as notarial deeds for share transfers, works council consultation requirements, and local regulatory compliance. The document typically includes comprehensive provisions covering purchase price mechanisms, warranties, indemnities, pre-completion and post-completion obligations, and various conditions precedent. It is particularly important to note that under Dutch law, certain corporate actions require shareholder approval and/or works council consultation, which must be reflected in the agreement's conditions and timing provisions.

What sections should be included in a Company Sale Agreement?

1. Parties: Identification of the Seller(s) and Buyer(s), including full legal names and registered addresses

2. Background: Context of the transaction, including brief description of the company being sold and transaction rationale

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets) and the basic agreement to sell and purchase

5. Purchase Price: Consideration amount, payment terms, and any price adjustment mechanisms

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

7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements

8. Completion: Mechanics of completion, including timing, location, and actions to be taken

9. Warranties: Seller's warranties regarding the company, its assets, and business

10. Limitations on Liability: Limitations on warranty claims and general liability of the parties

11. Tax Covenant: Specific indemnities and provisions relating to tax matters

12. Confidentiality: Obligations regarding confidential information and announcements

13. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions

14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

What sections are optional to include in a Company Sale Agreement?

1. Employee Matters: Detailed provisions regarding employees and pension schemes, required if employees are transferring

2. Real Estate: Specific provisions dealing with property owned or leased by the target company

3. Intellectual Property: Detailed IP provisions, important for technology or brand-focused companies

4. Environmental Matters: Required for companies with significant environmental risks or obligations

5. Competition/Antitrust: Required for larger transactions requiring regulatory approval

6. Data Protection: Detailed provisions for companies processing significant personal data

7. Transitional Services: Required when seller needs to provide services to the company post-completion

8. Earn-out Provisions: Used when part of purchase price is contingent on future performance

9. Foreign Investment Provisions: Required for cross-border transactions subject to foreign investment rules

10. Bank Financing: Required when purchase is funded through external financing

What schedules should be included in a Company Sale Agreement?

1. Company Details: Detailed information about the target company including corporate information

2. Warranties: Detailed warranties given by the seller

3. Properties: List and details of all real estate owned or leased by the company

4. Intellectual Property Rights: List of all IP owned or licensed by the company

5. Material Contracts: List and summary of key commercial contracts

6. Employees: List of employees and their key terms of employment

7. Completion Obligations: Detailed list of documents to be delivered and actions to be taken at completion

8. Form of Resignation Letters: Template resignation letters for departing directors

9. Permitted Leakage: List of permitted payments between signing and completion in locked box deals

10. Data Room Index: Index of documents disclosed during due diligence

11. Completion Accounts Principles: Detailed accounting principles for completion accounts

12. Tax Deed: Detailed tax indemnity provisions

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Netherlands

Document Type

Contract to Sell

Cost

Free to use
Relevant legal definitions
























































Clauses













































Relevant Industries

Manufacturing

Technology

Real Estate

Professional Services

Healthcare

Retail

Financial Services

Energy

Agriculture

Transportation

Construction

Telecommunications

Media and Entertainment

Hospitality

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk & Compliance

Tax

Human Resources

Business Development

Strategy

Operations

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Director

Business Development Director

Company Secretary

Finance Director

Legal Counsel

Transaction Manager

Due Diligence Manager

Integration Manager

Risk Manager

Compliance Officer

Corporate Development Manager

Industries










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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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