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Business Transfer Contract

Business Transfer Contract Template for Netherlands

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Key Requirements PROMPT example:

Business Transfer Contract

"I need a Business Transfer Contract under Dutch law for the sale of my manufacturing company with 50 employees to a German corporation, with completion planned for March 2025 and including specific provisions for machinery transfer and employee retention requirements."

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Document background
The Business Transfer Contract is a crucial document used in the Netherlands when one entity wishes to transfer its business operations, assets, and associated rights and obligations to another entity. This comprehensive agreement is essential for transactions ranging from small business sales to large corporate restructurings. It must comply with Dutch legal requirements, including the Dutch Civil Code (Burgerlijk Wetboek), employment protection laws, and competition regulations. The document typically includes detailed provisions covering asset transfer, employee rights, warranties, purchase price mechanisms, and completion procedures. It's particularly important to note that Dutch law places significant emphasis on employee protection during business transfers, and this must be properly reflected in the agreement. The document serves as the primary framework for executing the transaction and managing post-completion obligations.
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, brief description of the business being transferred, and purpose of the agreement

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

4. Sale and Purchase: Core transaction terms, including what is being transferred and excluded

5. Purchase Price: Detailed breakdown of the purchase price, payment terms, and any adjustments

6. Completion: Process and requirements for closing the transaction, including timing and deliverables

7. Seller's Warranties: Standard warranties regarding the business, assets, and liabilities being transferred

8. Buyer's Warranties: Basic warranties from the buyer, including authority to enter into the transaction

9. Employee Matters: Terms regarding the transfer of employees under Dutch TUPE regulations

10. Tax Matters: Tax-related provisions, including allocations and indemnities

11. Confidentiality: Obligations regarding confidential information and announcements

12. Post-Completion Obligations: Ongoing obligations after completion, including transition services if applicable

13. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

Optional Sections

1. Non-Compete Provisions: Restrictions on the seller's future business activities - include when selling owner-operated businesses

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

3. Real Estate: Provisions regarding property transfer or assignment - include when real estate is part of the transaction

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

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

6. Transition Services: Terms for post-completion support - include when seller's ongoing assistance is required

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

8. Works Council Provisions: Specific provisions regarding works council requirements - include when applicable under Dutch law

Suggested Schedules

1. Business Assets: Detailed list of all assets included in the transfer

2. Excluded Assets: List of assets specifically excluded from the transfer

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

4. Properties: Details of any real estate included in the transfer

5. Intellectual Property: Schedule of IP rights being transferred

6. Material Contracts: List of key contracts being transferred

7. Completion Obligations: Detailed list of actions and deliverables required at completion

8. Warranties: Detailed warranties given by the seller

9. Bank Account Details: Payment instructions for the purchase price

10. Encumbrances: List of any security interests or encumbrances affecting the business

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Accounting Standards
Accounts
Accounts Date
Agreed Form
Assets
Business
Business Day
Business Information
Business Intellectual Property
Buyer
Completion
Completion Date
Confidential Information
Consideration
Data Protection Laws
Data Room
Disclosed
Disclosure Letter
Earned Consideration
Effective Time
Employees
Encumbrance
Environmental Laws
Environmental Permits
Excluded Assets
Excluded Contracts
Excluded Liabilities
Financial Statements
Governmental Authority
Group
GDPR
Intellectual Property Rights
Key Contracts
Key Employees
Leased Properties
Liabilities
Long Stop Date
Management Accounts
Material Adverse Change
Material Contracts
Owned Properties
Permits
Properties
Purchase Price
Regulatory Approvals
Relevant Authority
Seller
Seller Group
Seller's Knowledge
Seller's Warranties
Share Capital
Signing Date
Subsidiary
Tax
Tax Authority
Tax Covenant
Tax Returns
Third Party
Transaction
Transaction Documents
Transfer Regulations
Transferring Employees
Transition Period
Transition Services
Warranties
Works Council
Clauses
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Adjustments
Employee Transfer
Works Council Consultation
Asset Transfer
Property Transfer
Intellectual Property
Business Contracts
Data Protection
Environmental Compliance
Tax Matters
Warranties
Limitations on Liability
Indemnification
Non-Competition
Confidentiality
Announcements
Insurance
Power of Attorney
Further Assurance
Assignment
Notices
Costs
Severability
Entire Agreement
Amendments
Third Party Rights
Force Majeure
Governing Law
Dispute Resolution
Relevant Industries

Manufacturing

Retail

Technology

Professional Services

Healthcare

Hospitality

Construction

Real Estate

Financial Services

Energy

Transportation

Agriculture

Media and Entertainment

Education

Telecommunications

Relevant Teams

Legal

Finance

Human Resources

Mergers & Acquisitions

Corporate Development

Operations

Compliance

Risk Management

Tax

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

M&A Director

Business Development Manager

HR Director

Finance Director

Commercial Director

Risk Manager

Compliance Officer

Company Secretary

Operations Director

Integration Manager

Industries
Dutch Civil Code (Burgerlijk Wetboek): Primary source of contract law and business transfer regulations in the Netherlands, particularly Book 2 (Legal Persons) and Book 6 (General Part of the Law of Obligations)
Transfer of Undertaking (Protection of Employment) Regulations - Article 7:662-666 Dutch Civil Code: Governs the automatic transfer of employment relationships in business transfers, protecting employee rights
Dutch Competition Act (Mededingingswet): Regulates merger control and competition aspects of business transfers, including notification requirements for larger transactions
Dutch Corporate Income Tax Act (Wet op de vennootschapsbelasting): Governs tax implications of business transfers, including asset transfers and share deals
General Data Protection Regulation (GDPR) / Dutch GDPR Implementation Act: Regulates the transfer of personal data during business transfers and ongoing compliance requirements
Dutch Works Council Act (Wet op de ondernemingsraden): Requires consultation with works councils for business transfers affecting employees
Dutch Commercial Register Act (Handelsregisterwet): Governs registration requirements for business transfers in the Dutch Commercial Register
Dutch Value Added Tax Act (Wet op de omzetbelasting): Regulates VAT implications of business transfers and asset deals
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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