Business Sale Agreement Template for Denmark

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Business Sale Agreement

Document background
The Business Sale Agreement is a fundamental transaction document used when one entity wishes to acquire another business in Denmark, either through an asset purchase or share transfer. This comprehensive agreement is essential for documenting the terms of the sale, protecting both parties' interests, and ensuring compliance with Danish legal requirements. It becomes necessary when businesses undergo ownership changes, mergers, or restructuring, and must incorporate specific provisions required under Danish law, including the Danish Companies Act, employment regulations, and tax considerations. The document typically includes detailed sections covering purchase price mechanisms, warranties, indemnities, employee transfers, and post-completion obligations. It serves as the primary reference point for the transaction and subsequent obligations of all parties involved.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s) with full legal names and registration details

2. Background: Context of the transaction and brief description of the business being sold

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 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: Parties' obligations between signing and completion, including business conduct requirements

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

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

10. Limitations on Seller's Liability: Limitations on warranty claims and general liability caps

11. Tax Covenants: Obligations regarding tax matters and allocation of tax liabilities

12. Employee Matters: Treatment of employees and related obligations under Danish employment law

13. Confidentiality: Obligations regarding confidential information and announcements

14. Post-Completion Obligations: Ongoing obligations after completion, including transition support

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

Optional Sections

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

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

3. Real Estate Provisions: Specific terms for property transfer - include when real estate is part of the sale

4. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks

5. Data Protection: GDPR compliance provisions - include when personal data processing is significant

6. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is contingent

7. Bank Guarantees: Requirements for payment security - include when payment guarantees are required

8. Competition Clearance: Process for obtaining competition approval - include for larger transactions

9. Share Transfer Provisions: Specific requirements for share transfers - include for share sales rather than asset sales

10. Pensions: Treatment of pension schemes - include when significant pension obligations exist

Suggested Schedules

1. Business Description: Detailed description of the business being sold

2. Assets Schedule: Comprehensive list of assets included in the sale

3. Excluded Assets: List of assets specifically excluded from the sale

4. Employee Information: Details of transferring employees, including terms and conditions

5. Properties: Details of any real estate included in the sale

6. Intellectual Property: List of IP rights, registrations, and licenses

7. Material Contracts: Key contracts being transferred with the business

8. Warranties: Detailed warranties given by the seller

9. Completion Obligations: Detailed list of documents and actions required at completion

10. Purchase Price Adjustment: Mechanism for adjusting the purchase price

11. Tax Covenant: Detailed tax-related provisions and indemnities

12. Bank Account Details: Payment account information for completion

13. Data Room Index: Index of due diligence materials provided

Authors

Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries
Danish Companies Act (Selskabsloven): Governs corporate entities and business transfers in Denmark, including requirements for company registration, share transfers, and corporate governance during business sales
Danish Contracts Act (Aftaleloven): Provides the legal framework for contract formation, validity, and enforcement, essential for the business sale agreement's legal standing
Transfer of Undertakings Act (Virksomhedsoverdragelsesloven): Implements EU Directive 2001/23/EC, protecting employees' rights during business transfers and setting rules for employee transition
Danish Competition Act (Konkurrenceloven): Regulates merger control and competition aspects of business sales, including notification requirements for larger transactions
Danish Tax Assessment Act (Statsskatteloven): Covers tax implications of business sales, including capital gains tax and other tax-related obligations
Danish Bookkeeping Act (Bogføringsloven): Governs requirements for business records and accounting documentation that must be transferred in a business sale
Danish Marketing Practices Act (Markedsføringsloven): Relevant for provisions regarding transfer of intellectual property, goodwill, and customer relationships
General Data Protection Regulation (GDPR) and Danish Data Protection Act: Governs the transfer of personal data during business sales and ensures compliance with data protection requirements
Danish Property Act (Tinglysningsloven): Relevant if the business sale includes real estate assets and their proper registration
Danish Financial Statements Act (Årsregnskabsloven): Provides framework for financial reporting and disclosure requirements relevant to business valuation and transfer
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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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