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A legal document must not only be legally correct. Above all, it must align with how the entrepreneur will actually use the document

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Tailor-made acquisition agreement

from 199.- per document

For entrepreneurs who want to have a legal document drafted that aligns with their business, agreements, industry, and risks.

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from 99.- per document

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Our expertise

Our lawyers and in-house counsel specialize in drafting, reviewing, and amending legal documents and contracts. We look not only at the legal text but also at how you use the document in practice.

Custom solutions for your industry

Every business operates differently. That is why we take your industry, customers, working methods, and specific risks into account.

Our facts

Active since 2001
Lawyers and in-house counsel
Fixed rates in advance
Tailored legal solutions for entrepreneurs
Thousands of agreements per year

Customization
About us

Most chosen

Tailor-made acquisition agreement

from 199.- per document

For entrepreneurs who want to have a legal document drafted that aligns with their business, agreements, industry, and risks.

Compose my document

Our lawyer is spending 1.5 to 2.5 hours on the document
Telephone intake with a lawyer
Custom concept document
One adjustment round
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Explanation of correct use
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Have the acquisition agreement reviewed

from 99.- per document

Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

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Our legal expert spends 0.5 to 1.5 hours on the check
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Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

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Delivered within 5 working days, express delivery possible

About us

Our expertise

Our lawyers and in-house counsel specialize in drafting, reviewing, and amending legal documents and contracts. We look not only at the legal text but also at how you use the document in practice.

Custom solutions for your industry

Every business operates differently. That is why we take your industry, customers, working methods, and specific risks into account.

Our facts

Active since 2001
Lawyers and in-house counsel
Fixed rates in advance
Tailored legal solutions for entrepreneurs
Thousands of agreements per year

Reviews (21)

David

The working method was clear from the start. The concept was ready quickly and highly usable. A reliable partner who strives for perfection in their documents.

Anne

We were looking for certainty and received it immediately in the first meeting. The fee structure was transparent, so we knew exactly where we stood during the process. A party that delivers on what it promises on its website.

Floris

Clear agreements and a neat delivery. A perfect balance was struck between protecting our company and not deterring customers. Everything was delivered neatly and on time.

Maysa

A very smooth onboarding as a new client. Throughout the process, we were constantly kept well informed of the progress. Our business partners were impressed by the professionalism of the contracts.

Naima

We had immediate confidence in the team's expertise. They provided a watertight confidentiality clause that perfectly suited our innovations. Our business partners were impressed by the professionalism of the contracts.

Jesse

We came in with a vague idea, but were immediately presented with concrete steps. The document was legally well-substantiated. The final result aligns 100% with our high standards.

Evelien

The review of the document was thorough. The lawyer's patience in explaining the liability clauses was admirable. These documents will undoubtedly save us a lot of headaches in the future.

Stefan

The communication was friendly and professional. The lawyer always maintained an overview, even when the wish list changed in the meantime. The service was professional and personal.

Guus

The approachability of this firm is a real plus. It was nice that complex legal theories were explained with simple practical examples. Everything was delivered neatly and on time.

Ali

Good service and a clear working method. Ample time was taken to discuss the various options and their implications. Fantastic value for money for this level of expertise.

Maarten

Professional approach without unnecessarily complicated language. The discussion regarding specific non-compete clauses was handled very professionally. The final result aligns 100% with our high standards.

Maaike

The professionalism shines through from the very first moment. Clauses were added that protect us against risks we did not foresee ourselves. A reliable partner that strives for perfection in their documents.

Sebastian

The expertise was immediately evident from the first contact. The speed with which complex legislative changes were integrated into our document was excellent. Our clients are responding positively to the clear general terms and conditions.

Yassine

The accessibility of the office is excellent. We greatly appreciated the pragmatic approach taken in resolving the bottlenecks. The service was professional and personal.

Martijn

The initial meeting immediately instilled confidence in us. The explanation regarding limitation of liability was a real eye-opener for our Management Team. The final result aligns 100% with our high standards.

Fatima

The initial analysis of our documents was razor-sharp. The speed with which complex legislative changes were integrated into our document was excellent. The service was professional and personal.

Sofia

We were pleasantly surprised by the proactive initial approach. The explanation made the document understandable. Our customers are responding positively to the clear general terms and conditions.

Mustafa

Our questions were taken seriously. They managed to get a stalled negotiation moving again by proposing a clever compromise. Our business partners were impressed by the professionalism of the contracts.

Mehdi

Smooth communication and a clear proposal in the mailbox immediately. The review of our English contract was incredibly detailed and accurate. A reliable partner that strives for perfection in their documents.

Mariska

Our questions were taken seriously. The document was essentially ready for use after the first round of corrections. The quality fully met our expectations.

Selma

The clear start gave us a lot of confidence for the rest of the process. Legal jargon was avoided where possible or explained in understandable language. These documents will undoubtedly save us a lot of headaches in the future.

Meet our office

Our ContractCheck, simply explained what can all go wrong.

Why MKB Juristen?

Since 2001, we have been active as a no-nonsense legal firm for entrepreneurs. We quickly get to the heart of the matter: with a thorough assessment, clear answers, and a document that works practically.

Nationwide coverage
First consultation free and without obligation
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A legal document requires trust. You see immediately who we are, how we help entrepreneurs, and why we do not work with standard templates.

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What you can expect from us

We translate your situation into a legal document that you can actually use. You won't receive a loose template, but a document tailored to your business, agreements, and risks.

A clear roadmap: intake, concept, revision round, and final version
Practical explanation on how to use the document
Legal attention to liability, payment, and termination
Where possible, provide clarity in advance regarding price and delivery time

Are you unsure whether you should have the document drafted, checked, or amended?
During the initial consultation, we will determine the sensible course of action together. Afterward, you will know exactly where you stand.

Why customization?

A legal document only works well if it aligns with your business, agreements, risks, and industry. That is why we do not work with a standard generator, but with legal experts who assess your situation.

Prepared for your company
Telephone consultation included
No standard template
Review by legal specialists

What do you get?

You will receive a legal document that is practical and aligns with the agreements you wish to make.

Draft document or legal review
One adjustment round
Clear explanation where necessary
Fixed price where possible

The founders of MKB Juristen

Our organization consists of several small teams working within various legal fields. Each legal field has its own senior in-house counsel and/or lawyers.

Denian Wielhouwer

Corporate lawyer in corporate law & business expert

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Ilja van Driel

Corporate law attorney, employment law

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Custom choices

Which choices determine the content?

Before you have the agreement drafted, a number of choices determine the structure and risk allocation. These questions help you choose the right form.

Choice or question	Why this matters legally
Are you buying shares or assets/liabilities?	In a share transaction, you acquire the entire legal entity, including past and debts; in an asset/liability transaction, you choose which parts to acquire and leave risks behind.
How is the price paid?	In a lump sum, in installments, or partly via an earn-out dependent on future results; this affects security and risk for both parties.
What guarantees do you require?	The broader the warranties and indemnities, the better the buyer is protected; the seller, on the other hand, wants to limit these in scope, amount, and duration.
Are suspensive conditions required?	Consider financing, permission from a landlord or bank, or approval from a shareholders' meeting before the transfer becomes final.
Will the seller remain involved?	An onboarding period or advisory role can ensure continuity; clearly define the duration, compensation, and non-compete clause for this.

Clauses and provisions

Which elements belong in an acquisition agreement?

An acquisition agreement regulates the core of the transaction and defines the liability of the buyer and seller. The components below form the basis; depending on the deal, you add specific agreements.

Provision	Relevant to	Legal point of attention
Subject of the acquisition	Always	Describe exactly what is being transferred: shares, or assets and liabilities (inventory, stock, customers, contracts, personnel). This determines the tax and legal consequences.
Purchase price and payment	Always	Set the price, the payment method and any terms, escrow, or an earn-out arrangement dependent on future results.
Warranties and indemnities	Always	The seller guarantees the accuracy of figures and the absence of hidden debts or claims; indemnities shift specific risks to the seller.
Suspensive conditions	Often	Conditions that must be met before the transfer, such as financing, bank approval, or shareholder approval.
Transition period and transfer	Often	Agreements regarding the delivery date, transfer of clients, and the onboarding period during which the seller guides the buyer.
Non-compete and non-solicitation clauses	Often	The seller undertakes not to compete or approach staff and customers for a certain period.
Liability and limitations	Always	Threshold amounts, ceilings, and time limits within which the buyer can hold the seller liable for breach of warranties.
Confidentiality	Always	Both parties shall keep the content of the transaction and commercially sensitive information confidential.

Use in practice

How do you use this document correctly?

An acquisition agreement is the culmination of a careful process. Use the document at the right time and in conjunction with the other steps of the transaction.

Situation	What should you do?	Point of attention
After the due diligence	Draft or finalize the agreement only after the due diligence investigation has been completed	Only then will you know the true state of the company and be able to properly substantiate guarantees and price.
Before the transfer	Have both parties sign before the actual delivery and payment	A signed contract prevents disputes about exactly what was agreed upon.
Upon share transfer	Engage a notary for the share deed	The transfer of shares in a private limited company (BV) must take place by means of a notarial deed.
After the closing	Keep the agreement with all attachments and correspondence	You need the proof to be able to invoke warranties and indemnities later.

Common mistakes

In acquisitions, most problems arise from unclear or missing agreements. You see the following mistakes most often in practice.

Wrong	Consequence	Better approach
No or weak guarantees	Buyer bears responsibility for hidden debts, claims, or disappointing figures	Include concrete guarantees and indemnities with a clear liability arrangement.
Object of acquisition unclearly described	Discussion regarding what has and has not been transferred, such as contracts or personnel	Describe accurately which assets, liabilities, and agreements are transferred.
No prior due diligence	Surprises after the transfer that affect the price or feasibility	First conduct due diligence and incorporate the findings into the price and warranties.
Non-compete clause is missing or too broad	The seller restarts and takes customers with them, or the clause is unenforceable	Draft a reasonable clause regarding duration, area, and activities.
No limitation of liability for seller	The seller bears unlimited and long-term risk after the sale	Agree on threshold amounts, a maximum, and an expiration period.

Risk profile

What is your situation and what do you pay attention to?

The key considerations vary by type of acquisition and by party. Recognize your situation and know what you need to be particularly vigilant about.

Risk profile	Example	Focus in the document
Share acquisition	You are taking over the entire BV, including its full history	Demand substantial guarantees and indemnities, as old debts and claims transfer.
asset/liability transaction	You are purchasing selected parts of the company	Pay attention to personnel transfers, ongoing contracts, and any permission from third parties.
Seller	You do not want to remain unlimitedly liable after the sale	Limit warranties in scope, amount, and time, and establish a clear expiration date.
Acquisition with financing	The purchase depends on a loan or investor	Include financing as a suspensive condition so that you are not stuck without money.

Additional documents

When is this document not enough?

An acquisition agreement governs the transaction itself, but additional agreements often play a role in an acquisition. In these situations, you need more.

Situation	Supplementary document	Why
Multiple shareholders after the takeover	Shareholders' Agreement	Regulates control, profit distribution, and disputes between shareholders following the acquisition.
Joint continuation with the seller	Cooperation Agreement	Defines roles, duties, and compensation if the buyer and seller continue to work together.
Exchange of confidential information in advance	Confidentiality Agreement	Protects commercially sensitive data during negotiations and due diligence.

Explanation of this document

Drafting an acquisition agreement, why?

Not every entrepreneur knows exactly what acquisition agreements are, when they are needed, and which risks they must cover. Therefore, we explain below what this document entails, what to look out for, and why customized legal solutions are important.

What is a takeover agreement?

An acquisition agreement is the central contract by which a business acquisition is legally formalized. It describes what is being acquired—shares in a company or the assets and liabilities of an enterprise—for what price, under what conditions, and with what guarantees from the seller. The acquisition agreement is the culmination of an acquisition process that typically begins with a letter of intent, followed by due diligence, negotiations regarding price and guarantees, and ends with the signing of the agreement and the closing of the transaction. In the case of a share transaction, the acquisition agreement is referred to as a Share Purchase Agreement (SPA); in the case of an asset transaction, as an Asset Purchase Agreement (APA) or business purchase agreement. In both cases, the acquisition agreement is the most complex and most legally risky contract an SME entrepreneur signs in their career. Our lawyers draft acquisition agreements for buyers and sellers that watertight establish the price mechanism, formulate the guarantees and indemnities in a balanced manner, correctly define the suspensive conditions, and comprehensively regulate the post-closing obligations—or assess a received draft for the risks that will be borne by you.

Which choice will you make: a share transaction or an asset transaction?

The choice between a share transaction and an asset transaction is the most decisive structural decision of the acquisition and has far-reaching tax, legal, and practical consequences. In a share transaction, the buyer purchases the shares in the company and thereby acquires the entire entity — including all historical liabilities, ongoing proceedings, and unknown risks. The buyer pays for security through the seller's guarantees and indemnities. The seller benefits from the participation exemption for tax purposes if sold through a holding company. In an asset transaction, the buyer selects which assets to acquire and which liabilities to accept — leaving the historical risks behind in the seller's empty company. The seller is taxed more heavily because hidden reserves and goodwill are released as cessation profit. For most SME acquisitions, the seller's tax position strongly influences the choice. Our lawyers advise you on the structure that best aligns with your tax position, risk appetite, and the profile of the company to be sold.

How does the price mechanism work in the acquisition agreement?

The pricing mechanism is one of the most negotiated elements of the acquisition agreement and determines how the final purchase price is established. The two most commonly used methods are the locked box mechanism and the completion accounts mechanism. With a locked box, the purchase price is based on a historical balance sheet at a fixed valuation date — the "box" is closed. The price is fixed and is not subject to post-closing adjustments. The risk for the buyer is "leakage": if the seller withdraws funds from the company after the valuation date through dividends, management fees, or other distributions that are not arm's length, the value of what the buyer is actually purchasing decreases. Your locked box agreement must explicitly define which distributions are permitted between the valuation date and closing — "permitted leakage" — and which are not. With the completion accounts mechanism, the purchase price is adjusted after closing based on the actual balance sheet at the closing date. This provides greater certainty regarding the actual value obtained but leads to complex post-closing discussions regarding the valuation methodology. Our lawyers advise you on the mechanism that suits your transaction and monitor the anti-leakage provisions for a locked box.

How do you structure warranties and indemnities in the acquisition agreement?

Warranties are statements made by the seller regarding the state of the company at signing or closing — its financial position, legal proceedings, compliance with laws and regulations, validity of contracts, intellectual property, personnel, and tax obligations. If a warrantie subsequently proves to be incorrect, the buyer is entitled to compensation for the difference between the actual value of the company and the value as guaranteed. Indemnities are specific indemnities for known risks that emerged from the due diligence investigation: an ongoing tax proceeding, environmental pollution, or an unresolved employment law claim. The indemnity gives the buyer a more direct entitlement without having to demonstrate a causal link. The seller's liability for warranty claims is limited in the acquisition agreement by a minimum claim threshold (de minimis), a cumulative threshold above which claims are honored (basket), a maximum limit (cap), and a limited claims period. Disclosures — disclosures made by the seller regarding deviations from the warranties — exclude warranty liability for those specific points. Our lawyers structure the warranty and indemnity package based on the due diligence findings and your client's negotiating position.

How do you manage the period between signing and closing?

In most acquisition transactions, there is a period between signing —the signing of the acquisition agreement—and closing —the legal transfer of shares or assets. During this interim period, the conditions precedent have not yet been met: AGM approval, antitrust clearance, permission from a financier, or the consent of a crucial contractual partner. During the signing-closing period, the seller must operate the business in the normal course of business and must avoid taking actions that would impair the company's value. Your acquisition agreement must include an interim conduit clause : which actions may the seller take, and which may not, without the buyer's permission between signing and closing? An excess dividend, a large-scale investment, entering into new long-term contracts, or dismissing key personnel may be legally unrestricted without an interim conduit clause. Our lawyers draft a robust interim conduit clause that protects the value of the company.

How do you arrange the non-compete clause for the selling entrepreneur?

A buyer acquiring a business invests in the goodwill built up through the seller's customer relationships, reputation, and know-how. A non-compete clause protects that investment: it prohibits the seller from competing directly or indirectly with the acquired business after the acquisition. In business acquisitions, a non-compete clause of two to five years is generally acceptable—broader than in employment law, because the buyer is protecting a larger investment. The clause must be geographically limited to the scope of the acquired business and substantively limited to the activities of that business. An overly broad clause—"the seller may never again operate in the industry, worldwide"—is moderated by the court. A particular point of attention in share transactions: the non-compete clause binds the seller as a natural person. If the seller holds their shares through a holding company, that holding company must also sign the clause. Our lawyers draft a non-compete clause that provides maximum protection for your investment in goodwill and stands up in court.

How do you arrange the transfer of personnel during an asset acquisition?

In an asset transaction where an economic entity retains its identity, the personnel transfer to the buyer by operation of law pursuant to Article 7:662 of the Dutch Civil Code — transfer of undertaking. All employment rights and obligations are transferred, including accrued service time, collective labour agreement rights, and protection against dismissal. The seller and buyer are obliged to inform the employees and their representatives — Works Council or Employee Participation Committee — of the acquisition in a timely manner. Your acquisition agreement must specify how personnel costs are allocated over the period before and after the transfer date, how employees the buyer does not wish to take over are treated, and how the seller's guarantees regarding the employment situation are structured. A particular point of attention: in a share transaction, employees do not formally transfer — they remain employed by the company being acquired — but the actual change of employer does have consequences for employment relationships. Our lawyers advise you on the personnel aspects of your specific acquisition structure.

How does it work at MKBjuristen?

Following an intake regarding the acquisition structure, due diligence findings, purchase price, and negotiating position, our lawyers draft an acquisition agreement that watertight establishes the price mechanism, formulates balanced warranties and indemnities, clearly defines the suspensive conditions, correctly formulates the interim conduit clause, and comprehensively regulates post-closing obligations. We act for both buyers and sellers and guide the entire acquisition process from letter of intent to notarial closing.

Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.

Request a quote

Why not use a standard document?

A standard document often seems like a quick solution, but usually does not fully align with your company, agreements, risks, and way of working. Our legal experts draft documents that fit your situation.

Standard document

SME Lawyers

Not tailored to your business

Tailored to your company, industry, and working methods

No control over your specific situation

Consultation with a lawyer and assessment of your risks

Possibly outdated or incomplete

Verification of current and practical provisions

No personal explanation

Explanation regarding the use of the document

A standard document seems cheap, until it doesn't fit your situation properly. That is why we provide custom legal solutions tailored to your business.

Custom solutions per industry and company

Every business operates differently and faces different legal risks. Therefore, we tailor the document to your industry, customers, agreements, and way of working.

Webshops & e-commerce

Focus on online sales, delivery, returns, complaints, payment, digital products, and consumer regulations.

Business services

Attention to the assignment, additional work, liability, payment, termination, and reliance on client information.

Construction, installation & execution

Attention to planning, delivery, warranties, additional work, materials, delays, and liability risks.

Software, SaaS & digital services

Attention to licenses, availability, support, updates, data, intellectual property, and limitation of liability.

Trade, supply & wholesale

Attention to delivery, transport, payment, retention of title, warranties, delivery times, and international agreements.

Consultants, freelancers & advisors

Attention to scope, best efforts obligations, cancellation, payment, liability, and confidential information.

A legal document only has value if it suits your practice. That is why we look not only at the text, but also at how you use the document in your business.

Common mistakes with legal documents

A legal document often seems simple, but small errors can have major consequences later on. In practice, we see that entrepreneurs run the greatest risk when a document does not align well with their business, agreements, or way of working.

Using a standard document that does not suit the company
Forgot important agreements regarding payment, delivery, liability, or termination
Have a document generated without legal review
Continuing to use old documents while the company has changed
Not knowing how the document should be used correctly in practice

A legal document only prevents problems if it suits your situation. That is why we look not only at the text, but also at your company, agreements, and risks.

Why is a standard document often not enough?

Because a standard document does not take into account your industry, customers, risks, and specific agreements, important provisions may be missing or not align well with your practice.

Can I create a legal document myself using AI?

AI can assist in creating text, but does not independently assess whether the document is legally appropriate, complete, and usable for your business. Legal review therefore remains important.

When do I need to have my document checked?

Have your document checked if your business has changed, you have new customers or services, you have doubts about existing agreements, or the document has not been updated for a long time.

Will I also receive an explanation about the use of the document?

Yes. We explain how to use the document in practice, what to look out for, and which steps are important to prevent disputes afterwards.

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T: 085 25000 44

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Acquisition-an agreement drafting

Free intake

Draft or check

Final version

Choose Tailored Legal Solutions

Tailor-made acquisition agreement

Have the acquisition agreement reviewed

Have the acquisition agreement amended

Our expertise

Custom solutions for your industry

Our facts

Tailor-made acquisition agreement

Have the acquisition agreement reviewed

Have the acquisition agreement amended

About us

Our expertise

Custom solutions for your industry

Our facts

Reviews (21)

Meet our office

Why MKB Juristen?

First, see how we work

What you can expect from us

Why customization?

What do you get?

The founders of MKB Juristen

Denian Wielhouwer

Annelore Hendriks

Ilja van Driel

Jaime Boogaers

Which choices determine the content?

Which elements belong in an acquisition agreement?

How do you use this document correctly?

Common mistakes

What is your situation and what do you pay attention to?

When is this document not enough?

Drafting an acquisition agreement, why?

Why not use a standard document?

Custom solutions per industry and company

Webshops & e-commerce

Business services

Construction, installation & execution

Software, SaaS & digital services

Trade, supply & wholesale

Consultants, freelancers & advisors

Common mistakes with legal documents

Why is a standard document often not enough?

Can I create a legal document myself using AI?

When do I need to have my document checked?

Will I also receive an explanation about the use of the document?

Contact us

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