The Business Acquisition Agreement is a crucial document used in merger and acquisition transactions in the Philippines, serving as the primary contract between a buyer and seller for the purchase and sale of a business or its assets. This document is essential when conducting business acquisitions in the Philippine market, whether involving domestic or foreign investors, and must comply with various local regulations including the Corporation Code, Philippine Competition Act, and relevant industry-specific legislation. The agreement typically includes detailed provisions on purchase price, payment mechanisms, representations and warranties, conditions precedent, closing mechanics, and post-closing obligations. It requires careful consideration of Philippine legal requirements, particularly regarding foreign ownership restrictions, competition law thresholds, and regulatory approvals. The document is structured to protect both parties' interests while ensuring the transaction's smooth execution and compliance with local legal and regulatory frameworks.
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聽of your docs
1. Parties: Identifies and provides full legal details of the buyer and seller
2. Background: Recites the context of the transaction and basic information about the target business
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Details the assets or shares being acquired and the basic transaction structure
5. Purchase Price: Specifies the consideration and payment terms, including any adjustments
6. Conditions Precedent: Lists conditions that must be satisfied before closing
7. Pre-Closing Covenants: Obligations of parties between signing and closing, including business conduct requirements
8. Closing: Details the closing process, timing, and deliverables
9. Representations and Warranties: Statements of fact and assurances from both parties, particularly the seller
10. Indemnification: Provisions for compensation in case of breaches or losses
11. Confidentiality: Obligations regarding confidential information
12. Post-Closing Covenants: Ongoing obligations after closing
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. Earnout Provisions: Include when part of purchase price is contingent on future performance
2. Employee Matters: Include when transaction involves transfer or retention of employees
3. Intellectual Property Rights: Include when IP assets are significant to the transaction
4. Real Property: Include when real estate assets are significant to the transaction
5. Environmental Matters: Include for businesses with environmental risks or compliance requirements
6. Competition Compliance: Include when transaction requires PCC approval
7. Tax Matters: Include when specific tax structuring or indemnities are required
8. Transition Services: Include when seller will provide post-closing operational support
1. Schedule of Assets: Detailed list of all assets being transferred
2. Schedule of Excluded Assets: List of assets explicitly excluded from the transaction
3. Schedule of Assumed Liabilities: Detailed list of liabilities being assumed by buyer
4. Schedule of Excluded Liabilities: List of liabilities explicitly excluded from assumption
5. Disclosure Schedule: Exceptions and qualifications to representations and warranties
6. Schedule of Key Contracts: List of material contracts being transferred
7. Schedule of Intellectual Property: List of IP rights being transferred
8. Schedule of Employees: List of employees and their key employment terms
9. Schedule of Required Consents: List of third-party consents needed for the transaction
10. Form of Closing Certificate: Template for closing certificates
11. Form of Transfer Instruments: Templates for documents effecting the transfer
Find the exact document you need
Property Purchase Letter Of Intent
A preliminary document used in Philippine real estate transactions to express formal interest in purchasing property and outline basic terms of the proposed transaction.
Download
Real Estate Purchase Letter Of Intent
A preliminary document under Philippine law expressing intent to purchase real estate and outlining key terms for negotiation.
Download
Non Disclosure Agreement Business Acquisition
Philippine-law governed NDA for protecting confidential information during business acquisition processes and due diligence.
Download
Merger And Acquisition Agreement
A Philippine law-governed agreement that sets out the terms and conditions for a corporate merger or acquisition transaction, ensuring compliance with local regulatory requirements.
Download
Letter Of Intent Share Purchase
A preliminary document under Philippine law outlining proposed terms for a share purchase transaction, serving as a framework for negotiation and due diligence.
Download
Land Acquisition Agreement
A Philippine law-governed agreement for the transfer of land ownership, detailing terms, conditions, and compliance requirements for property acquisition.
Download
Intent To Purchase Business Agreement
A Philippine law-governed preliminary agreement expressing the intention to purchase a business, outlining key terms and conditions for negotiation and due diligence.
Download
Confidentiality Agreement Mergers And Acquisitions
A Philippine law-governed confidentiality agreement for M&A transactions, protecting sensitive information during deal negotiations and due diligence.
Download
Company Acquisition Contract
A legally binding agreement under Philippine law governing the sale and purchase of a company, including all essential terms and conditions for the acquisition transaction.
Download
Company Acquisition Agreement
A legally binding agreement under Philippine law governing the sale and purchase of a company, detailing all terms, conditions, and obligations of the transaction.
Download
Commercial Purchase Letter Of Intent
A preliminary non-binding document under Philippine law outlining proposed terms for a commercial purchase transaction between parties.
Download
Buyout Term Sheet
A preliminary document under Philippine law outlining key terms and conditions for a proposed business acquisition or buyout transaction.
Download
Business Acquisition Contract
A Philippine law-governed contract facilitating the purchase and sale of a business entity or its assets, outlining all terms, conditions, and regulatory compliance requirements.
Download
Business Acquisition Agreement
A Philippine law-governed agreement documenting the terms and conditions for the acquisition of a business entity or its assets, including purchase terms, warranties, and closing conditions.
Download
Asset Purchase Term Sheet
A preliminary agreement under Philippine law outlining key terms and conditions for a proposed asset purchase transaction, serving as a basis for negotiating the final agreement.
Download
Asset Purchase Letter Of Intent
A preliminary document under Philippine law outlining proposed terms and conditions for an asset purchase transaction, serving as a framework for negotiations and due diligence.
Download
Asset Acquisition Agreement
A Philippine law-governed agreement for the transfer of assets between parties, detailing terms, conditions, and regulatory compliance requirements.
Download
Acquisition Term Sheet
A preliminary agreement outlining key terms and conditions for a proposed acquisition transaction under Philippine law.
Download
Acquisition Purchase Agreement
A Philippine law-governed agreement detailing the terms and conditions for the purchase and sale of a business or its assets.
Download
Acquisition Non Compete Agreement
A Philippine law-governed agreement that combines business acquisition terms with non-compete provisions to protect the buyer's interests during and after an acquisition transaction.
Download
Stock Purchase Letter Of Intent
A preliminary document outlining proposed terms for share purchase in the Philippines, setting framework for negotiation while complying with local corporate laws.
Download
Stock Purchase Agreement Private Company
A Philippine law-governed agreement for the sale and purchase of shares in a private company, detailing terms, conditions, and regulatory compliance requirements.
Download
Simple Merger Agreement
A foundational legal document under Philippine law that outlines the terms and conditions for combining two companies into a single entity through a merger.
Download
Acquisition Letter Of Intent
A preliminary document under Philippine law outlining proposed terms and conditions for a potential business acquisition, serving as a framework for negotiations while maintaining specific binding provisions.
Download
Share Acquisition Agreement
A legally binding agreement for the sale and purchase of company shares under Philippine law, detailing transaction terms and regulatory compliance requirements.
Download
Letter Of Intent To Purchase Business
A preliminary document outlining proposed terms for business acquisition in the Philippines, serving as a framework for negotiation and due diligence.
Download
骋别苍颈别鈥檚 Security Promise
Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; 骋别苍颈别鈥檚 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)