The Business Transfer Agreement is a crucial document used in Philippine business transactions 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, ensuring compliance with Philippine corporate law, tax regulations, and employment requirements. It covers various aspects including asset transfer, employee transitions, liability assumptions, and regulatory compliance, while incorporating specific provisions required under Philippine jurisdiction such as the Corporation Code and Foreign Investments Act. The agreement is particularly important in the Philippine context due to the country's unique regulatory environment and civil law system, requiring careful attention to local legal requirements and business practices.
Your data doesn't train Genie's AI
You keep IP ownership of your information
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
OR
Let Genie AI's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
1. Parties: Identification of the transferor and transferee, including complete legal names and addresses
2. Background: Context of the transaction, 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 provisions detailing the scope of business transfer, including assets, contracts, and goodwill
5. Purchase Price and Payment: Details of consideration, payment terms, adjustments, and payment mechanics
6. Conditions Precedent: Prerequisites that must be satisfied before completion of the transfer
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including business conduct requirements
8. Completion: Mechanics of closing the transaction, including timing, location, and deliverables
9. Employee Matters: Treatment of employees, transfer of employment contracts, and related obligations under Philippine Labor Code
10. Tax Matters: Allocation of tax liabilities and responsibilities, compliance with Philippine tax regulations
11. Representations and Warranties: Standard and business-specific warranties from both parties
12. Indemnification: Mutual indemnities and process for claiming under indemnities
13. Post-Completion Obligations: Ongoing obligations after completion, including transition support
14. Confidentiality: Provisions protecting confidential information and trade secrets
15. Governing Law and Dispute Resolution: Philippine law as governing law and dispute resolution mechanisms
1. Intellectual Property: Detailed provisions for IP transfer and licensing - include when significant IP assets are involved
2. Real Property: Specific provisions for transfer of land and buildings - include when real estate is a significant component
3. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks
4. Competition/Anti-trust: Provisions ensuring compliance with Philippine Competition Act - include for large transactions
5. Foreign Investment Provisions: Specific provisions required under Foreign Investments Act - include when foreign investors involved
6. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is contingent
7. Bank Consent: Provisions regarding existing banking facilities - include when significant banking relationships exist
8. Government Contracts: Special provisions for government contracts - include when business has government clients
9. Data Protection: Specific provisions for personal data transfer - include when business processes significant personal data
1. Business Assets: Detailed list of all tangible and intangible assets being transferred
2. Excluded Assets: List of assets specifically excluded from the transfer
3. Business Contracts: List of contracts being transferred and their key terms
4. Employees: List of transferring employees and their employment terms
5. Intellectual Property Rights: Detailed list of all IP rights being transferred
6. Properties: Details of any real property included in the transfer
7. Permitted Encumbrances: List of permitted liens and encumbrances on transferred assets
8. Completion Deliverables: Detailed list of documents and items to be delivered at completion
9. Form of Transfer Instruments: Pro forma transfer documents required under Philippine law
10. Warranties: Detailed warranties about the business and assets
11. Third Party Consents: List of required third party and regulatory consents
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Retail
Technology
Healthcare
Financial Services
Real Estate
Construction
Agriculture
Transportation
Energy
Mining
Telecommunications
Hospitality
Education
Professional Services
Media and Entertainment
Relevant Teams
Legal
Finance
Human Resources
Operations
Compliance
Tax
Risk Management
Corporate Development
Strategy
Mergers & Acquisitions
Due Diligence
Integration
Corporate Secretariat
Treasury
Business Development
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Chief Operating Officer
Corporate Secretary
General Counsel
Legal Director
Finance Director
Business Development Director
HR Director
Tax Manager
Compliance Officer
Due Diligence Manager
Integration Manager
Operations Manager
Asset Manager
Transaction Manager
Risk Manager
Company Secretary
Mergers & Acquisitions Manager
Find the exact document you need
Non Binding Agreement
A Non-Binding Agreement template under Philippine law for structuring preliminary business discussions and proposed arrangements while maintaining no legal obligations.
find out more
Bilateral Contract (Real Estate)
A Philippine law-compliant bilateral contract for real estate transactions, facilitating legal property transfer between parties with necessary terms and conditions.
find out more
Business Agreement
Template for a Philippine-law compliant business agreement, structured to establish clear commercial relationships while meeting local legal requirements.
find out more
Option Contract (Real Estate)
A Philippine law-governed contract granting exclusive rights to purchase specific real estate property under preset terms and conditions within a defined timeframe.
find out more
Written Agreement For Payment
A legally binding payment agreement under Philippine law that establishes payment terms, schedules, and obligations between parties.
find out more
Land Lease Agreement Form
A Philippine law-compliant agreement establishing terms for leasing land between property owner and tenant, including rental terms, usage rights, and obligations.
find out more
Bilateral Contract
A bilateral contract template compliant with Philippine law, establishing reciprocal obligations between two parties.
find out more
Consignment Agreement Form
A Philippine law-governed agreement establishing terms for consignment sales arrangement between product owner and seller, including commission and inventory management terms.
find out more
General Tenancy Agreement
A Philippine law-compliant agreement establishing terms and conditions for property rental between landlord and tenant.
find out more
Standard Form Contract
A standardized contract template compliant with Philippine law, designed for regular business-to-consumer transactions with pre-set terms and conditions.
find out more
Contract Agreement Form
A comprehensive Contract Agreement Form template compliant with Philippine law, designed for establishing legally binding business relationships.
find out more
Money Agreement Between Two Parties
A comprehensive money lending agreement template compliant with Philippine law, structuring financial transactions between two parties.
find out more
Written Agreement
A formal Written Agreement compliant with Philippine law, establishing legally binding obligations between parties with clear terms and enforcement mechanisms.
find out more
Simple Contract
A straightforward legal agreement governed by Philippine law that establishes basic contractual relationships between parties, ensuring compliance with the Civil Code of the Philippines.
find out more
Side Agreement
A supplementary agreement under Philippine law that modifies or clarifies terms of an existing primary agreement while maintaining compliance with Philippine civil and commercial legislation.
find out more
Mutual Agreement Between Two Parties
A legally compliant template for Mutual Agreements between two parties under Philippine law, suitable for various business relationships.
find out more
Lease Agreement With Option To Purchase
A Philippine law-governed agreement combining property lease terms with a future purchase option, establishing conditions for both temporary use and potential acquisition.
find out more
Incorporation Agreement
A foundational legal document under Philippine law that establishes a new corporation and defines its basic structure, governance, and operational framework.
find out more
Formal Agreement
A binding legal agreement drafted under Philippine law that establishes formal business relationships and obligations between parties.
find out more
Fixed Term Tenancy Agreement
A Philippine law-compliant agreement establishing fixed-term rental terms between landlord and tenant, governed by the Rent Control Act and Civil Code of the Philippines.
find out more
Contract For Selling A Car
A Philippine law-compliant contract for the sale and transfer of ownership of a motor vehicle, including essential terms and conditions for both parties.
find out more
Casual Worker Contract
A Philippine-compliant contract for casual employment arrangements, establishing terms and conditions for temporary or intermittent work relationships.
find out more
Business Transfer Agreement
A Philippine law-governed agreement facilitating the complete transfer of business ownership, assets, and operations between entities, ensuring regulatory compliance and smooth transition.
find out more
Boilerplate Agreement
A versatile Boilerplate Agreement template compliant with Philippine law, designed for various business relationships and transactions.
find out more
Tooling Agreement
A Philippine law-governed agreement establishing terms for industrial tool development, supply, and usage rights between manufacturing parties.
find out more
Service Agreement Terms And Conditions
Philippine-law governed terms and conditions document outlining service provision arrangements between provider and client.
find out more
Representation Agreement
A Philippine law-governed agreement establishing the terms and conditions between a principal and their appointed representative, defining scope, territory, and mutual obligations.
find out more
Provisional Agreement
A temporary contractual arrangement under Philippine law that establishes interim terms and conditions between parties while evaluating longer-term collaboration possibilities.
find out more
Preliminary Agreement
A pre-contractual document under Philippine law that establishes the framework for negotiations and initial terms between parties before finalizing a detailed agreement.
find out more
Notary Rent Agreement
A legally binding rental agreement authenticated by a notary public under Philippine law, establishing terms and conditions between lessor and lessee.
find out more
Non Compete Agreement Between Companies
A Philippine law-governed agreement establishing competitive restrictions between companies, defining scope, duration, and territorial limitations of non-compete obligations.
find out more
Lease With Option To Buy
A Philippine law-governed agreement combining property lease terms with a future purchase option, structured to comply with local real estate and contract laws.
find out more
Land Agreement Between Two Parties
A Philippine law-compliant agreement for the transfer of land ownership between two parties, incorporating all essential legal requirements and protections.
find out more
Contract Agreement Between Two Parties
A bilateral agreement under Philippine law establishing legally binding obligations between two parties, with comprehensive terms and conditions for business relationships.
find out more
Common Terms Agreement
A Philippine law-governed agreement establishing common terms for syndicated lending facilities, standardizing the relationship between multiple lenders and borrower(s).
find out more
Buyer Agency Agreement
A Philippine-law governed agreement establishing a professional relationship between a real estate agent and property buyer, outlining the agent's authority, duties, and compensation terms.
find out more
Statement Of Agreement
A formal document under Philippine law that records mutual understanding and commitments between parties, serving as a simplified yet legally binding agreement.
find out more
Contract For Service And Contract Of Service
A dual-purpose contract template for employment and independent contractor relationships compliant with Philippine law and regulations.
find out more
Preliminary Contract
A Philippine law-governed binding preliminary agreement that establishes the framework and obligations for parties negotiating toward a final contract.
find out more
Key Agreement For Employees
A Philippine-compliant agreement governing the issuance and management of keys/access devices to employees, establishing security protocols and holder responsibilities.
find out more
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s 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)