Custom legal document

Drafting agreement for the acquisition

Have it drafted, amended, or reviewed by our legal experts and/or lawyers starting from 99
SME Lawyers

A template from the internet usually does more harm than good.
Have a lawyer review it and protect yourself against blunders, fines, and bitter consequences.

  • Truly Tailor-Made Legal Solutions
  • Fixed rates
  • Pay later after draft
  • Free adjustment round
  • Delivered within 5 working days
  • Express delivery possible
  • Available in Dutch and English

How does it work?
Our services include a free consultation, a draft document, a revision round, and a final document. We invoice after sending the draft document.

Experience with legal services for entrepreneurs since 2001
Lawyers and legal professionals.Direct contact with a specialist who thinks practically.
Fixed rates.Where possible, clarity regarding costs in advance.
Within 4 hoursWe respond quickly to your request.
  • We worked for, among others:
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner

We worked for, among others:

An incorrect document often provides a false sense of security.
You think everything is taken care of, but only discover whether the document actually works during a conflict or claim.

1

Free intake

We discuss your company, the purpose of the document, and the key risks.

2

Draft or check

We draft a custom document or review your existing document legally.

3

Final version

You will receive a final version with instructions on correct usage.

Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

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

  • Lawyers and in-house counsel
  • Active since 2001
  • Affordable custom legal services
  • Always focused on practical use

Choose Tailored Legal Solutions

Choose whether you want to have the document drafted, checked, or modified. Prices and options vary per document.

From 99
Customization
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.

from 249.- per document

Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

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
  • Customization
  • About us
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.

  • Our legal expert spends 0.5 to 1.5 hours on the check
  • Telephone intake with a lawyer
  • Checks on content, risks, and practical usability
  • Attention to liability, payment, and termination
  • Concrete points for improvement and legal advice
  • Delivered within 3 working days, express delivery possible
from 249.- per document

Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

  • Our legal expert spends 1.5 to 2.5 hours checking and making adjustments
  • Telephone intake with a lawyer
  • Verification of the existing document
  • Adaptation to your business and working methods
  • Suitable for new services, customers, or risks
  • 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)

Farah

We quickly gained insight into the key risks. The entire process felt like a co-creation rather than a one-sided assignment. A party that delivers on what it promises on its website.

Adil

It was immediately clear which steps we needed to follow. It was very pleasant that we could review the drafts digitally and quickly. Our customers are responding positively to the clear general terms and conditions.

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.

Mick

No time was wasted on unnecessary formalities. The continuous thinking from the entrepreneur's perspective was a breath of fresh air. Everything was delivered neatly and on time.

Koen

Quick response and clear explanation. It was nice that they didn't charge by the hour for a simple extra question. Our business partners were impressed by the professionalism of the contracts.

Adam

No time was wasted on unnecessary formalities. The revisions were spot-on every time and required virtually no correction on our part. The document was accepted flawlessly by our investors.

Latifa

Professionalism was evident from the very first moment. Our industry was taken into account. The service was professional and personal.

Zoe

The lawyer took a practical approach with our company. The fixed price upfront instilled confidence. These documents will undoubtedly save us a lot of headaches in the future.

Sanne

It immediately felt like a partnership rather than a simple service. The risks we were willing to take were assessed strictly but fairly. Our business partners were impressed by the professionalism of the contracts.

Amina

It was nice that we knew immediately who would be helping us. The process was organized in such a way that we got maximum output with minimal effort. Fantastic value for money for this level of expertise.

Ayman

We didn't know exactly which document we needed, but received sound advice immediately. We exchanged quite a few emails, but the responses remained quick and helpful. It is clear that they have a passion for entrepreneurship.

Bjorn

The nuances of our business operations were listened to carefully. They immediately recognized where the sensitivities lay within our collaboration. Our business partners were impressed by the professionalism of the contracts.

Laura

The energetic and positive attitude of the employees was immediately noticeable. The comments were concrete and directly usable. The quality fully met our expectations.

Caroline

From the very first moment, we felt heard. The guidance during the drafting of the general terms and conditions was invaluable. It is clear that they have a passion for entrepreneurship.

Melissa

Practical advice that we could use immediately. The lawyer's empathy and understanding made this a very pleasant collaboration. A reliable partner who strives for perfection in their documents.

Sofiane

We were given the space to tell our entire story without being interrupted. The proactive approach went beyond just the legal framework; the business side was also addressed. Our business partners were impressed by the professionalism of the contracts.

Houda

We quickly received the right guidance in a legal landscape unfamiliar to us. Our questions were answered calmly and clearly. The quality fully met our expectations.

Nathalie

There was immediate room for our own input and ideas. The explanation made the document understandable. Our business partners were impressed by the professionalism of the contracts.

Niels

The lawyer took the time to explain everything thoroughly. The content was a good fit for our company. A party that delivers on what they promise on their website.

Raymond

Our assignment was accepted with great enthusiasm and professionalism. The setup of the cooperation agreement was logical and very well structured. The quality fully met our expectations.

Julia

A very smooth onboarding as a new client. The lawyer showed great commitment to safeguarding our interests. The quality fully met our expectations.

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
  • Fixed rates where possible
  • Affordable legal advice from lawyers and legal experts
  • Always a response within 4 hours

First, see how we work

A legal document requires trust. You see immediately who we are, how we help entrepreneurs, and why we do not work with standard templates.

  • You can view our working method before submitting an application
  • You will get a feel for the office and the people faster
  • The video supports the choice for customized legal solutions
  • After that, you can immediately request a quote or intake

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

Denian Wielhouwer

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Annelore Hendriks

Ilja van Driel

Corporate law attorney, employment law

Ilja van Driel

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Jaime Boogaers
Custom choices

Which choices determine the content?

A number of choices determine the structure of your sole proprietorship acquisition agreement. Make these choices consciously in advance, as they have implications for price, risk, and liability.

Choice or question Why this matters legally
Are you acquiring all assets or a selection? Determines the scope: you can opt for a full acquisition or only specific business assets, inventory, or customers.
Do debts transfer or do they remain with the seller? By default, debts remain with the seller; if you wish to assume certain obligations, this must be arranged explicitly and with the consent of the creditors.
Are there employees? In the case of personnel, there is a transfer of undertaking and employees transfer by operation of law; this significantly affects price and obligations.
How is the purchase price paid? In a lump sum, in installments, or partly via an earn-out linked to future results; this determines the securities you agree upon.
Will there be a non-compete clause? Determines whether and for how long the seller may not engage in competing activities, to protect the goodwill you are purchasing.
Clauses and provisions

What elements belong in a sole proprietorship takeover agreement?

Because, in the case of a sole proprietorship, you are acquiring the business (assets/liabilities) and not a legal entity, the agreement must accurately describe what is and is not transferred. The following elements are standard in a sole proprietorship acquisition agreement.

Provision Relevant to Legal point of attention
Description of the company and assets to be acquired Always A precise list of inventory, stock, machinery, vehicles, trade name, and intangible assets such as goodwill and customer base.
Purchase price and payment arrangement Always The total price, the allocation across the assets, payment terms, and any earn-out or payment in installments.
Transfer of contracts and customer relationships For existing agreements Which supplier, lease, and customer contracts are transferred; contract assignment usually requires the consent of the counterparty (Article 6:159 of the Dutch Civil Code).
Seller's warranties and indemnities Always Declarations regarding ownership, absence of hidden debts, accuracy of the figures, and indemnification for obligations prior to the acquisition date.
Takeover of personnel If there are employees In the event of a transfer of undertaking, employees automatically transfer with retention of employment conditions (Article 7:662 et seq. of the Dutch Civil Code); stipulate this explicitly.
Non-compete and non-solicitation clause Recommended Prevents the seller from starting a competing business or taking customers after the acquisition; determine the duration and scope concretely.
Transfer date and transfer of risk Always The moment at which ownership, risk, and operation transfer to the buyer.
Confidentiality Recommended Protection of commercially sensitive information shared by parties during and after the negotiations.
Use in practice

How do you use this document correctly?

A sole proprietorship takeover agreement only works if you use it at the right moments and finalize it carefully. Follow these steps.

Situation What should you do? Point of attention
Before the negotiations Conduct due diligence on figures, contracts, and obligations This way, you avoid taking on unknown risks or debts.
Upon closing Have both parties sign the agreement with a complete list of assets A signed, complete agreement is proof of exactly what has been transferred.
Around the takeover date Arrange the transfer of contracts, registration with the Chamber of Commerce, and inform customers and suppliers Contract assignment requires the cooperation of the counterparty, and the Chamber of Commerce registration must be correct.
After the takeover Keep the agreement and check compliance with warranties and payment terms You can rely on the warranties and indemnities if problems arise later.
Common mistakes

Common mistakes

When taking over a sole proprietorship, things often go wrong on the same points. Avoid the following mistakes.

Wrong Consequence Better approach
Do not specifically describe the assets Subsequent discussion about what was and wasn't sold Attach a detailed, dated list of assets.
Do not include warranties and indemnities You are liable for hidden debts or claims from before the acquisition Have the seller provide written warranties and indemnities.
Forgot to arrange contract transfer Suppliers or landlord refuse the takeover; contracts do not continue Obtain prior permission from the other parties (Article 6:159 of the Dutch Civil Code).
Overlooking staff You unintentionally assume employment obligations or act in violation of the law Map out the transfer of the undertaking and inform and involve employees in a timely manner.
Do not agree on a non-compete clause The seller starts a competing business and takes customers with them Agree on a specific clause regarding duration, scope, and penalty.
Risk profile

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

The right points of attention depend on your role and the type of company. Do you recognize your situation?

Risk profile Example Focus in the document
You are the buyer You are taking over an existing sole proprietorship and want to proceed without surprises Emphasize due diligence, warranties, indemnities, and a comprehensive list of assets.
You are a seller You are transferring your business and do not want any liability afterwards Limit your guarantees, arrange for final discharge, and be clear about what is not being transferred.
There are employees Employees automatically transfer upon a transfer of undertaking Ensure the retention of employment conditions and inform employees in accordance with the law (Article 7:662 et seq. of the Dutch Civil Code).
The purchase price is paid in installments Payment takes place partly at a later date or via an earn-out Agree on collateral, enforceability, and a clear pricing formula.
Additional documents

When is this document not enough?

Sometimes the acquisition is better suited to another document or additional support is needed. Review the following situations.

Situation Supplementary document Why
Situation Related document Explanation
You are acquiring a business with the shares or assets of a BV Shareholders' Agreement With a BV, you purchase shares or arrange agreements between shareholders; that requires a different agreement.
You wish to continue doing business together with the seller or a partner Cooperation Agreement If you are not making a full acquisition but are collaborating, you record the mutual agreements herein.
You share sensitive business information during the negotiations Confidentiality Agreement Before and during the acquisition, you protect confidential data with a confidentiality agreement.
Explanation of this document

Drafting an agreement for the takeover of a sole proprietorship, why?

Not every entrepreneur knows exactly what a sole proprietorship takeover agreement entails, when you need one, and which risks it must cover. Therefore, we explain below what this document involves, what you should look out for, and why customized legal solutions are important.

What is an agreement for the acquisition of a sole proprietorship?
A sole proprietorship acquisition agreement is the agreement by which the owner of a sole proprietorship transfers their business—the assets, goodwill, trade name, customer base, and contracts—to a buyer. A sole proprietorship is not a legal entity and has no share capital; the transfer always takes place via an asset transaction. The buyer acquires the business assets, not the legal entity itself. In principle, debts of the sole proprietorship do not transfer, unless the buyer explicitly assumes them through debt assumption. The transferor—the owner of the sole proprietorship—remains personally liable in principle for debts incurred prior to the transfer date. Our lawyers will draft a sole proprietorship acquisition agreement for you that exhaustively describes the assets, correctly anchors the goodwill valuation, addresses the tax implications, and formulates the seller's non-compete clause.
How do you value goodwill when acquiring a sole proprietorship?
Goodwill is the difference between the purchase price of the business as a whole and the value of the individual tangible assets. In the case of sole proprietorships—particularly in the service sector, retail, and hospitality—goodwill can represent the largest part of the purchase price. Goodwill reflects the customer relationships, reputation, location value, and know-how built up within the business. Your acquisition agreement must specify the goodwill valuation and describe the parameters on which the value is based. A particular point of attention: goodwill is taxable as capital gains for the seller. Your agreement must structure the goodwill allocation correctly for tax purposes. Our lawyers advise you on goodwill valuation and tax treatment.
How do you arrange the non-compete clause for the selling entrepreneur?
A buyer of a sole proprietorship has a strong interest in a non-compete clause from the seller: the seller knows all the company's customers, suppliers, and know-how and, in the event of free competition, can quickly erode the goodwill the buyer has paid for. In business acquisitions, a broader non-compete clause applies than in employment law: terms of two to five years and geographical restrictions to the operating area of ​​the acquired company are, in principle, acceptable in case law. Your acquisition agreement must concretely define the non-compete clause: which activities are prohibited, in which geographical area, and for what period? Our lawyers draft a non-compete clause that protects your investment in goodwill.
How does it work at MKBjuristen?
After a brief intake, our lawyers draft an agreement for the acquisition of a sole proprietorship that exhaustively describes the assets, correctly incorporates the goodwill valuation, addresses the tax implications, and formulates the seller's non-compete clause.
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.

Contact us

Annelore Hendriks

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SME Lawyers at the Chamber of Commerce Source: Chamber of Commerce 2019
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