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Business Deed Of Sale Template for Philippines

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Key Requirements PROMPT example:

Business Deed Of Sale

"I need a Business Deed of Sale for transferring ownership of my small retail furniture store in Manila, including inventory, equipment, and lease assignment, with completion planned for March 15, 2025."

Document background
The Business Deed of Sale is a crucial legal instrument in Philippine business law, used when transferring ownership of a business enterprise from one party to another. This document is essential for both small business transfers and large corporate acquisitions, requiring careful consideration of Philippine legal requirements under the Civil Code, Corporation Code, and relevant tax regulations. The deed must be comprehensive enough to cover all aspects of the sale, including asset transfer, liabilities, employee matters, and regulatory compliance. It serves as the primary evidence of the transaction and helps prevent future disputes by clearly documenting the terms agreed upon by both parties. The document typically requires notarization and may need registration with appropriate government agencies depending on the nature and size of the business being transferred.
Suggested Sections

1. Parties: Identifies and provides complete details of the Seller and Buyer, including their legal names, business addresses, and registration numbers

2. Background: Outlines the context of the sale, including brief description of the business and the parties' intention to enter into the sale transaction

3. Definitions: Defines key terms used throughout the deed to ensure clear interpretation

4. Sale and Purchase: Details the core agreement to sell and purchase the business, including the specific assets or shares being transferred

5. Purchase Price: Specifies the total consideration and payment terms, including any adjustments or earn-out provisions

6. Completion: Sets out the completion date, location, and requirements for closing the transaction

7. Seller's Warranties: Contains the Seller's representations and warranties regarding the business, assets, and liabilities

8. Buyer's Warranties: Contains the Buyer's representations and warranties regarding their capacity and authority to enter into the transaction

9. Pre-Completion Obligations: Lists the obligations of both parties between signing and completion

10. Post-Completion Obligations: Specifies actions required after completion, including transfer of assets and business operations

11. Confidentiality: Sets out confidentiality obligations regarding the transaction and business information

12. Governing Law and Jurisdiction: Specifies that Philippine law governs the deed and establishes jurisdiction for dispute resolution

13. Execution: Contains signature blocks and execution formalities compliant with Philippine law

Optional Sections

1. Employee Matters: Required when the sale includes transfer of employees, detailing their rights and the parties' obligations

2. Intellectual Property: Needed when the business owns significant IP assets requiring specific transfer provisions

3. Real Property: Required when the sale includes real estate assets

4. Non-Competition: Optional clause restricting the Seller's ability to compete with the business post-sale

5. Tax Indemnities: Detailed tax provisions needed for complex transactions with significant tax implications

6. Third Party Consents: Required when the sale needs specific third-party approvals or consents

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

8. Environmental Matters: Required for businesses with environmental compliance obligations or risks

Suggested Schedules

1. Schedule 1: Business Assets: Detailed inventory of all tangible and intangible assets included in the sale

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

3. Schedule 3: Contracts and Agreements: List of all business contracts being transferred

4. Schedule 4: Employee Information: Details of employees, their positions, and employment terms

5. Schedule 5: Intellectual Property Rights: Comprehensive list of IP assets including registrations and licenses

6. Schedule 6: Properties: Details of any real property included in the sale

7. Schedule 7: Warranties: Detailed warranties given by the Seller

8. Appendix A: Completion Obligations: Checklist of actions required at completion

9. Appendix B: Form of Transfer Documents: Templates for various transfer documents required at completion

Authors

Alex Denne

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

Relevant legal definitions













































Clauses









































Relevant Industries

Retail

Manufacturing

Professional Services

Technology

Hospitality

Construction

Real Estate

Healthcare

Education

Food and Beverage

Transportation

Agriculture

Mining

Financial Services

Tourism

Relevant Teams

Legal

Finance

Corporate Affairs

Compliance

Tax

Operations

Business Development

Mergers & Acquisitions

Due Diligence

Risk Management

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Business Owner

Managing Director

Corporate Lawyer

Legal Counsel

Business Development Manager

Finance Director

Commercial Director

Operations Manager

Company Secretary

Compliance Officer

Tax Manager

Due Diligence Officer

Business Broker

Mergers & Acquisitions 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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