Custom legal document

Drafting an Assets &Liabilities Transaction Agreement

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

Do not hastily put this document together yourself — a false sense of security is harmful.
Have a specialist screen it and be in a stronger position when it matters.

  • 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

In an asset-liability transaction, the buyer does not purchase the shares, but individual components of the company. Precisely for this reason, it must be recorded exactly which assets, liabilities, contracts, employees, customers, and obligations are transferred and which are not

  • For buyers, sellers, owner-managers, entrepreneurs, restructurings, and business acquisitions
  • Attention to assets, liabilities, purchase price, inventory, contracts, personnel, and IP
  • Warranties, indemnities, transfer of undertaking, closing and liability arranged
  • Practically applicable to asset deals, restarts, carve-outs, business sales, or restructuring

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 199.- per document

Is your document outdated, copied, generated with AI, or no longer suitable?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

About us

Our expertise in asset-liability transactions

Our lawyers and in-house counsel assist buyers, sellers, director-major shareholders, and entrepreneurs with asset and liability transactions, business acquisitions, contract assignment, warranties, indemnities, personnel matters, and closing. We examine assets, liabilities, purchase price, contracts, personnel, intellectual property, licenses, privacy, taxation, warranties, and liability.

Customization for your asset deal

A restart, carve-out, practice transfer, internal restructuring, or standard asset deal does not require the same agreements. Therefore, we tailor the agreement to the company, assets, liabilities, contracts, personnel, purchase price, and closing.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Experience with corporate law, participations, transactions, and contract law
  • Attention to practical operation, tax interfaces, risks, and enforceability
  • Fixed rates in advance where possible
  • 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 199.- 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 in asset-liability transactions

Our lawyers and in-house counsel assist buyers, sellers, director-major shareholders, and entrepreneurs with asset and liability transactions, business acquisitions, contract assignment, warranties, indemnities, personnel matters, and closing. We examine assets, liabilities, purchase price, contracts, personnel, intellectual property, licenses, privacy, taxation, warranties, and liability.

Customization for your asset deal

A restart, carve-out, practice transfer, internal restructuring, or standard asset deal does not require the same agreements. Therefore, we tailor the agreement to the company, assets, liabilities, contracts, personnel, purchase price, and closing.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Experience with corporate law, participations, transactions, and contract law
  • Attention to practical operation, tax interfaces, risks, and enforceability
  • Fixed rates in advance where possible

Reviews (21)

Robert

The communication was smooth and professional. The final document looked professional. These documents will undoubtedly save us a lot of headaches in the future.

Hanane

The consultation provided immediate clarity. We received an excellent explanation regarding the implications of applicable law in our international contracts. Everything was delivered neatly and on time.

Frank

We had never hired a lawyer before, but this was a very pleasant first experience. They provided not only legal but also practical input. Fantastic value for money for this level of expertise.

Tijn

The speed of action pleasantly surprised us. Communication was always handled through a single point of contact, which prevented confusion. The document was accepted flawlessly by our investors.

Hamza

We had never hired a lawyer before, but this was a very pleasant first experience. The personal involvement made us feel truly supported. The end result aligns 100% with our high standards.

Liam

The proactive approach began even before the quotation was signed. The advice regarding the employment contracts was fully in accordance with the latest legislation. The final result aligns 100% with our high standards.

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.

Malika

I was spoken to very kindly on the phone. The translation of our core values ​​into the code of conduct was incredibly well done. A reliable partner that strives for perfection in their documents.

Roy

We quickly gained a clear picture of the possibilities. The contract was formulated in such a way that both parties felt good about it. Fantastic value for money for this level of expertise.

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.

Erik

We ran into a complex contractual issue, but were helped quickly. They understood that, as a startup, we have different needs than an established corporate. Everything was delivered neatly and on time.

Priscilla

Good service and a clear working method. A perfect balance was struck between protecting our company and not scaring off customers. These documents will undoubtedly save us a lot of headaches in the future.

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.

Julia

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

Inge

We quickly received the right guidance in a legal landscape unfamiliar to us. Throughout the process, we were constantly kept well informed of the progress. The final result aligns 100% with our high standards.

Nienke

It was a relief to speak with lawyers who speak our language. Their input regarding the termination clauses saved us from future problems. The service was professional and personal.

Tim

We quickly gained insight into the key risks. The advice was not only legally sound but also practically feasible in daily practice. A reliable partner striving for perfection in their documents.

Jamal

The clear structure of the process was well communicated in advance. Coordination with our accountant was flawless and professional. A reliable partner who strives for perfection in their documents.

Teun

The direct and no-nonsense mentality appealed to us greatly. The legal language was firm and assertive where necessary, but lenient where possible. The quality fully met our expectations.

Rayan

The speed of action pleasantly surprised us. The review gave us more certainty before using the document. These documents will undoubtedly save us a lot of headaches in the future.

Saar

We received pleasant assistance from the very first contact. They did not make things unnecessarily difficult regarding minor changes outside the scope. The document was accepted flawlessly by our investors.

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?

Before drafting the agreement, you make several fundamental choices that determine the structure and risk allocation.

Choice or question Why this matters legally
Assets and liabilities or shares? In an asset-liability transaction, you choose which components are transferred, and hidden liabilities usually remain with the seller. In a share transaction, you purchase the entire company, including all known and unknown liabilities.
Which liabilities does the buyer assume? The more debts the buyer assumes, the lower the price usually is, but the greater the risk. Specify for each obligation who remains responsible.
How is the price allocated? The allocation of the purchase price across the individual assets has tax implications for both the buyer and the seller. Have this discussed with your accountant or tax advisor.
Will the staff transfer? If there is a transfer of undertaking, employees are required to transfer. Assess in advance whether this regulation applies, as it affects price and feasibility.
Which permissions are required? Transferring contracts and leases usually requires the cooperation of the counterparty. Assess this early to avoid delays in the delivery.
Clauses and provisions

Which components belong in an asset and liability transaction agreement?

An asset-liability transaction stands or falls with a complete and precise description of what is being transferred. The components below form the core of a good agreement.

Provision Relevant to Legal point of attention
Description of the assets Always An accurate list of all assets being transferred: inventory, machinery, stock, intellectual property, goodwill, and trade name.
Description of the liabilities Upon assumption of debts Which obligations the buyer assumes and which explicitly remain with the seller. Lack of clarity on this matter leads to discussions about liability.
Purchase price and payment Always The total price, the allocation per component, the payment date, and any earn-out or subsequent payment.
Transfer of contracts For existing agreements Which lease, supplier, and customer contracts are transferred and that the consent of the other party is required for this (assignment of contract).
Warranties and indemnities Always Statements by the seller regarding the condition, ownership, and encumbrances of the assets, and who is liable in the event of defects.
Staff Upon transfer of undertaking Whether employees transfer along. In the event of a transfer of undertaking, employees transfer by operation of law, retaining their terms and conditions of employment.
Suspensive conditions If applicable Conditions that must be met for delivery, such as financing, approvals, or a due diligence investigation.
Confidentiality and non-competition Often Agreements that the seller does not compete directly after the transaction and keeps commercially sensitive information confidential.
Use in practice

How do you use this document correctly?

A good agreement only works if you take the right steps at the right time. Follow the sequence below.

Situation What should you do? Point of attention
For signature Inventory all assets and liabilities and record them in full in an appendix What is not mentioned is not carried over and leads to discussion afterwards.
For signature Request permission for the transfer of contracts and lease Without the cooperation of the other party, contracts cannot validly transfer.
Upon signing Have both parties sign and keep the attachments as part of the agreement The appendices determine the exact scope of the transaction and are legally binding.
After delivery Execute the actual transfer and modify registrations, subscriptions, and account holders Ownership and use only truly transfer when the execution has also been arranged.
Common mistakes

Common mistakes

You often see these errors in asset-liability transactions. Avoid them by being vigilant beforehand.

Wrong Consequence Better approach
Incomplete description of assets An asset does not transfer and remains the property of the seller Create a comprehensive appendix listing all assets and refer to it in the agreement.
Unclear who bears which debts The buyer is unexpectedly held liable for a old obligation For each liability, explicitly state whether it transfers or remains with the seller.
Transferring contracts without consent The transfer is not legally valid and the counterparty continues to hold the seller liable Arrange the consent of each contracting party in advance (assignment of contract).
Overlooking a transfer of undertaking Employees unexpectedly transfer with all their rights Assess in advance whether a transfer of undertaking is involved and incorporate this into the price and agreements.
Do not include any warranties or indemnities The buyer bears the risk of hidden defects himself Have the seller provide guarantees regarding the condition, ownership, and encumbrances of the assets.
Risk profile

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

The points of attention vary depending on the situation. If you recognize your position below, you know where the focus lies.

Risk profile Example Focus in the document
You are a seller You want to sell parts of your business and keep as little risk as possible for yourself Ensure that assumed liabilities and future liability are clearly assigned to the buyer.
You are the buyer You are buying assets and want no surprises after the acquisition Demand guarantees, conduct due diligence, and ensure that only the intended debts are included.
Staff work in the company There may be a transfer of undertaking Assess whether employees transfer by operation of law and incorporate the consequences into the agreements.
There are long-term contracts in place Rent, suppliers, or customers are bound by fixed contracts Arrange for permission for the transfer in a timely manner and specify what happens if it is not received.
Additional documents

When is this document not enough?

An asset-liability transaction agreement governs the purchase and sale of business units. In some situations, you require an additional or different document.

Situation Supplementary document Why
Situation Related document Explanation
You are buying the entire company instead of individual assets Shareholders' Agreement In a share transaction, you arrange the relationships between shareholders separately.
You want to share confidential information during the negotiation Confidentiality Agreement You exchange sensitive figures prior to the acquisition; establish confidentiality in advance.
You will continue working together with the seller after the acquisition Cooperation Agreement If the seller remains involved, document that collaboration separately.
Explanation of this document

Drafting an Asset-Liability Transaction Agreement, why?

Not every entrepreneur knows exactly what an asset-liability transaction agreement is, when you need them, and which risks they must cover. Therefore, we explain below what this document entails, what you should look out for, and why customized legal solutions are important.

What is an asset-liability transaction?
An asset-liability transaction — also known as an asset deal or asset transaction — is the form of acquisition in which a buyer acquires the individual business assets of an enterprise rather than the shares in the company operating that enterprise. The buyer selects which assets to acquire — inventory, stocks, trade name, customer databases, contracts, intellectual property rights, machinery, real estate — and which liabilities to assume. The legal entity of the seller — the private limited company (BV) or sole proprietorship — continues to exist after the transaction, and the historical liabilities of that entity do not automatically transfer. This is the fundamental advantage of the asset transaction over the share transaction for the buyer: he does not assume any historical risks that he is unaware of. Our lawyers draft the complete documentation for an asset-liability transaction for buyers and sellers: the asset purchase agreement, the individual deeds of transfer for the separate assets, the personnel transition agreement, the contract assignment for agreements to be continued, and the tax structure advice associated with the transaction.
Which assets are being transferred and how does the transfer proceed by category?
An asset transaction typically involves a wide range of assets, with the legal procedure for transfer differing by category. Movable property — inventory, machinery, stocks — is transferred by delivery: the actual transfer of possession, possibly combined with a retention of title clause. Claims — debtors, prepaid amounts — are transferred by assignment pursuant to Article 3:94 of the Dutch Civil Code: a deed of assignment and notification to the debtor. Intellectual property rights — trade name, copyrights, trademark rights — require specific transfer formalities for each type; trademark rights require registration with the BBIE or EUIPO. Contracts — ongoing customer and supplier agreements — are transferred by assignment of the contract pursuant to Article 6:159 of the Dutch Civil Code, for which the cooperation of the counterparty is required. Immovable property — commercial premises, land — requires a notarial deed of transfer and registration in the Land Registry. Our lawyers draft the appropriate deed of transfer for each asset category and handle the formalities associated with each category.
How do you arrange the transfer of personnel in an asset transaction?
In an asset transaction where an economic unit 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 transfer, including accrued service time, collective labour agreement rights, and protection against dismissal. The buyer cannot selectively acquire the seller's personnel by refusing to hire certain employees: if the transferred economic unit retains its identity, all employees of that unit transfer, even those the buyer would have preferred not to acquire. A particular point of attention: the seller and buyer are obliged to inform and consult the employees and their representatives — Works Council or Employee Participation Committee — in a timely manner regarding the transfer, the consequences for employment, and the measures being taken. Our lawyers draft the personnel information document and the transfer arrangement, and advise on which employees are part of the economic unit to be acquired.
What are the tax consequences of an asset and liability transaction for the buyer and seller?
The tax consequences of an asset transaction are fundamentally different for the buyer and seller compared to a share transaction. For the seller , the tax consequences are generally more severe: the hidden reserves in the assets—the difference between the book value and the actual value—are released as taxable profit upon sale. The goodwill—the difference between the total purchase price and the value of the individual assets—is also taxable cessation profit. In the case of a sole proprietorship or partnership, the cessation profit is taxed under income tax; in the case of a private limited company (BV), under corporate income tax. For the buyer , the asset transaction offers a tax advantage: they acquire the assets at the higher acquisition book value and can depreciate those higher values, leading to higher tax deductions in the years following the acquisition. Regarding VAT: if the transfer qualifies as a transfer of a going concern within the meaning of Article 37d of the VAT Act, no VAT is due on the purchase price. Your asset purchase agreement must correctly reflect the tax structure. Our lawyers advise you on the tax optimization of your asset transaction.
How do you arrange warranties and liability in an asset transaction?
In an asset transaction, the seller's warranties more limited in scope than in a share transaction, because the buyer does not assume the historical risks of the entity. The warranties focus on the assets themselves: the seller warrants that he is the lawful owner of the assets to be transferred, that the assets are free from attachment, lien, and other encumbrances, that the machinery and equipment are in working order, that the contracts are valid and not in default, and that there are no known claims affecting the value of the assets. The seller's liability for warranty claims is limited by a threshold, a cap, and a claims period, just as in a share transaction. A particular point of attention: in an asset transaction, the buyer may, under certain circumstances, still be held liable under directors' liability or chain liability for hidden liabilities of the selling entity—tax debts, environmental obligations—if he transferred the entity in good faith as a shell. Our lawyers structure the warranties and indemnities to the risks applicable to your specific asset transaction.
How does it work at MKBjuristen?
Following an intake regarding the assets to be acquired, the transaction structure, and the tax positions of both buyer and seller, our lawyers prepare the complete documentation for the asset-liability transaction : the asset purchase agreement, the individual transfer formalities per asset category, the personnel transfer agreement, the contract assignment for contracts to be continued, and tax structure advice. We guide the entire transaction process from due diligence 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.

Customization per transaction type

Not every asset-liability transaction carries the same risks. Therefore, we do not draft the agreement generically, but tailor it to exactly what is being transferred.

Asset deal

Attention to assets, liabilities, purchase price, warranties, contracts, personnel, and closing.

Restart

Attention to speed, debts, claims, personnel, assets, inventory, and indemnities.

Carve-out

Focus on shared services, IP, data, personnel, contracts, and transition agreements.

Transfer of practice

Attention to clients, files, privacy, goodwill, trade name, and non-competition.

Internal restructuring

Attention to taxation, assets, liabilities, administration, personnel, and contracts.

Stock/inventory

Attention to counting, valuation, ownership, risk, delivery, and payment.


An asset and liability transaction agreement must specify exactly what is and is not transferred. Therefore, we look at assets, liabilities, purchase price, contracts, personnel, IP, licenses, warranties, indemnities, and closing.

Common mistakes in asset-liability transactions

In asset deals, things often go wrong because parties discuss the company as a whole but fail to concretely work out the individual transfer transactions.

  • Describe assets, liabilities, and excluded items insufficiently concretely
  • Contract assignment, third-party consent, and forgotten lease agreements
  • Underestimating the transfer of undertakings and employee risks
  • Incorrectly valuing inventory, accounts receivable, liabilities, and working capital
  • Do not transfer IP rights, domains, software, trade name, and accounts
  • Do not check permits, certificates, and registrations
  • Do not align warranties and indemnities with due diligence
  • Do not use a closing checklist for all transfer actions

Draft your asset and liability transaction agreement properly and prevent unnecessary problems in the future. Good agreements prevent disputes regarding what has been sold, which debts transfer, personnel, contracts, warranties, and liability.

What is an asset-liability transaction?

A transaction in which specific assets and liabilities of a company are sold, without the shares themselves being transferred.

What is the difference compared to buying shares?

In a share purchase, the buyer purchases the company. In an asset-liability purchase, the buyer purchases individual components of the business.

Do employees automatically transfer?

This is possible in the event of a transfer of undertaking. This must be assessed on a transaction-by-transaction basis.

Do contracts transfer automatically?

Not always. Contract assignment often requires the cooperation of the counterparty.

Can MKB Juristen review an existing asset and liability agreement?

Yes. We audit assets, liabilities, purchase price, contracts, personnel, IP, warranties, indemnities, and closing, among other things.

Contact us

Annelore Hendriks

Want to know more about our services?
Then contact our specialists.

Newsletter for entrepreneurs

Receive practical legal tips in your mailbox

Register now

Enter your email address and receive our newsletter.

No spam. Only legal tips.
By registering, you agree to our privacy statement.
SME Lawyers at the Chamber of Commerce Source: Chamber of Commerce 2019
Free consultation