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Business Acquisition Contract Template for Philippines

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Key Requirements PROMPT example:

Business Acquisition Contract

"I need a Business Acquisition Contract under Philippine law for the purchase of 100% shares in a local manufacturing company, with completion scheduled for March 15, 2025, including standard warranties and an earn-out mechanism based on the first year's EBITDA."

Document background
The Business Acquisition Contract is a fundamental document in Philippine corporate transactions, used when one entity seeks to acquire another business either through asset purchase or share transfer. This contract type must comply with Philippine legislation, including the Revised Corporation Code, Competition Act, and Foreign Investments Act, particularly regarding ownership restrictions and regulatory approvals. It is essential for mergers and acquisitions in the Philippine market, providing a legally binding framework that covers purchase price, payment mechanisms, warranties, indemnities, and closing conditions. The document typically requires careful review by legal counsel to ensure alignment with Philippine corporate law and regulatory requirements, especially when foreign investors are involved. It serves as the primary agreement governing the transition of ownership and protecting both parties' interests throughout the acquisition process.
Suggested Sections

1. Parties: Identification of the buyer and seller, including complete legal names, registration details, and addresses

2. Background: Context of the transaction, brief description of the business being acquired, and purpose of the agreement

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

4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets), purchase price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals and third-party consents

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

7. Completion: Details of the completion process, timing, location, and actions required at completion

8. Seller's Warranties and Representations: Warranties about the business, assets, liabilities, and compliance with laws

9. Buyer's Warranties and Representations: Warranties about the buyer's capacity and authority to enter into the transaction

10. Tax Matters: Allocation of tax liabilities and responsibilities, tax indemnities

11. Indemnification: Indemnification obligations, procedures, and limitations

12. Confidentiality: Obligations regarding confidential information and announcements

13. Non-Competition and Non-Solicitation: Restrictions on seller's future competitive activities

14. Governing Law and Dispute Resolution: Choice of Philippine law and dispute resolution mechanisms

15. General Provisions: Standard boilerplate provisions including notices, amendments, and severability

Optional Sections

1. Employee Matters: Used when employees are being transferred as part of the acquisition, detailing treatment of employees and benefits

2. Intellectual Property Rights: Required when significant IP assets are involved in the transaction

3. Real Property: Included when real estate assets are a significant part of the transaction

4. Environmental Matters: Necessary for businesses with environmental impacts or risks

5. Foreign Investment Provisions: Required when the buyer is a foreign entity, addressing compliance with Philippine foreign ownership restrictions

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

7. Bank Financing: Included when the acquisition is partially financed through bank loans

8. Third Party Consents: Required when significant contracts or licenses require third party approval for transfer

Suggested Schedules

1. Schedule 1 - Business Assets: Detailed list of all assets included in the sale

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale

3. Schedule 3 - Properties: Details of all real property owned or leased

4. Schedule 4 - Intellectual Property: List of all IP rights including registrations and licenses

5. Schedule 5 - Material Contracts: List and copies of all material contracts being transferred

6. Schedule 6 - Employees: List of employees, positions, and key employment terms

7. Schedule 7 - Permits and Licenses: Details of all governmental permits and licenses

8. Schedule 8 - Disclosure Schedule: Exceptions and qualifications to the warranties

9. Schedule 9 - Completion Deliverables: List of all documents and items to be delivered at completion

10. Appendix A - Form of Transfer Documents: Templates for share transfer forms or asset transfer documentation

11. Appendix B - Corporate Authorizations: Forms of corporate resolutions and authorizations required

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

Relevant legal definitions


















































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Relevant Industries

Manufacturing

Retail

Technology

Real Estate

Financial Services

Healthcare

Energy

Telecommunications

Mining

Agriculture

Construction

Transportation and Logistics

Hospitality

Education

Professional Services

Media and Entertainment

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Executive Leadership

Risk & Compliance

Tax

Human Resources

Operations

Strategy

Business Development

Due Diligence

Integration

Corporate Secretarial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

Managing Director

Finance Director

Legal Counsel

M&A Director

Business Development Manager

Investment Manager

Due Diligence Manager

Integration Manager

Risk Manager

Compliance Officer

Tax Director

Human Resources Director

Operations Director

Strategy Director

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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