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Having an acquisition agreement drafted by a specialized SME lawyer typically costs between €1,500 and €6,000, depending on the size and complexity of the acquisition. For that price, you receive a tailor-made contract with guarantees, indemnities, and conditions tailored to your deal, plus guidance through to closing. For larger transactions involving extensive due diligence and negotiations, the amount increases. Below are the costs, the process, and what to look for when choosing an advisor.
The short answer
- Costs: approximately 1,500 to 6,000 euros for drafting, more for complex deals.
- Notary: separately for a share transaction, approximately 800 to 2,500 euros for the deed of transfer.
- Process: intake, structure selection, due diligence, concept, negotiation, closing.
- Lead time: a few weeks to a few months.
- Who: a lawyer specializing in business acquisitions, together with your accountant.
When to have an acquisition agreement drafted?
You have an acquisition agreement drawn up as soon as the acquisition involves more than a simple sale of assets. If staff are transferred, if there are debts or long-term contracts, or if the price is substantial, the quality of the contract determines who bears the risk if something goes wrong later. The statutory protection of Article 7:17 of the Dutch Civil Code and reliance on error under Article 6:228 of the Dutch Civil Code offer insufficient guidance in this regard. A tailor-made agreement with guarantees and indemnities addresses this. For a very small, clean deal, a standard template may suffice, but then you miss out on the negotiating advantage of an experienced advisor.
What determines the price
The costs depend on a few factors:
- Structure: an asset and liability transaction is often simpler than a share transaction requiring notarial transfer.
- Scope: the higher the price and the more contracts, personnel, and risks, the more extensive the guarantees.
- Due diligence: an examination of the company's books takes time, but provides the input for targeted warranties and indemnities.
- Negotiation: multiple rounds between buyer and seller increase the hours.
- Specifics: earn-outs, multiple sellers, foreign parties, or permits make it more complex.
For an average SME acquisition, budget 1,500 to 6,000 euros for the acquisition agreement itself. In the case of a share transaction, a notary is involved for the deed of transfer, typically 800 to 2,500 euros. The due diligence and tax advice from your accountant are separate from this.
The process step by step
- Intake and choice of structure: the lawyer discusses the deal and determines together with you and the accountant whether it will be a share or asset transaction.
- Letter of intent: often, a letter of intent is signed first outlining the main points and agreements regarding exclusivity and confidentiality.
- Due diligence: investigation into the company, which forms the basis for the warranties and indemnities.
- Concept: the lawyer drafts the acquisition agreement, tailored to the findings.
- Negotiation: buyer and seller exchange versions until the risk distribution is balanced.
- Closing: signing, via a notary for shares, and payment of the purchase price.
An example. A family-owned engineering company is sold to a competitor. After the letter of intent, the buyer conducts due diligence and discovers an ongoing employment dispute. The legal counsel incorporates this into an indemnity, and a portion of the purchase price is set aside until the dispute is settled. Without that process, the buyer would have unknowingly assumed the risk.
What to look for when choosing an advisor
Choose someone with demonstrable experience in business acquisitions within the SME sector. Please note:
- Specialization: mergers and acquisitions are a separate discipline; a general contract lawyer is not always sufficient.
- Fixed price or hourly rate: ask for an estimate in advance and whether a fixed rate or an hourly rate applies.
- Collaboration with your accountant: the tax and legal aspects must align.
- Which side you are on: as a buyer, you want solid guarantees; as a seller, you want to limit them. The advisor must have your best interests clearly in mind.
Honest recommendation
For a small, straightforward acquisition without personnel, without debt, and at a low price, you do not need to hire a lawyer. A carefully completed template and good coordination with your accountant are sufficient. This way, you keep costs low without unnecessary risk.
As soon as personnel, debts, long-term contracts, or a substantial price are involved, having an acquisition agreement drafted almost always pays for itself. The advisor mitigates risks in the deal, formulates guarantees that hold up, and negotiates the distribution on your behalf. A failed warranty claim or a concealed debt can easily cost many times the fee. Request a clear cost estimate in advance and ensure that the lawyer and accountant coordinate to ensure the legal and tax aspects are correct.
More about the explanation and content: acquisition agreement, what is an acquisition agreement , and drafting an acquisition agreement.
Frequently Asked Questions
With a specialized SME lawyer, the cost for drafting is typically 1,500 to 6,000 euros, depending on size and complexity. For a share transaction, notary fees for the deed of transfer are added, amounting to approximately 800 to 2,500 euros. Due diligence and tax advice are separate from this.
From intake to closing, it takes a few weeks to a few months. A clean asset transaction can be quick, whereas a share transaction involving extensive due diligence and multiple rounds of negotiation takes longer.
In the case of a share transaction, yes: the transfer of BV shares must be by means of a notarial deed, Article 2:196 of the Dutch Civil Code. In the case of an asset transaction, only if, for example, real estate is included. The legal expert drafts the acquisition agreement itself.
Due diligence is an examination of the company you are purchasing. It uncovers risks and provides the input for targeted warranties and indemnities. In a serious acquisition, it is virtually indispensable, certainly for the buyer.
For a small, clean acquisition, a good model may suffice. However, as soon as personnel, debts, or long-term contracts are transferred, this becomes risky, because it is precisely the guarantees and indemnities that determine the risk distribution, and these require a tailored approach.
For one or the other. Buyer and seller have opposing interests: the buyer wants strong guarantees, the seller wants to limit them. Choose an advisor who represents your side and closely guards that interest during the negotiation.
Yes. The legal structure and the tax implications are linked. The choice between a share transaction and an asset transaction has tax consequences, so coordinate with the lawyer and accountant to ensure the contract and the tax route are correct.
