Custom legal document

Drafting a business purchase agreement

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

Do not write this document yourself — DIY often results in expensive problems.
Have a lawyer review it and avoid misunderstandings, mistakes, and difficulties.

  • 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Is your document outdated, copied, generated with AI, or no longer suitable?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)

Henk

I was struck by how customer-oriented the initial approach was. It was very pleasant that we could review the drafts digitally and quickly. Our business partners were impressed by the professionalism of the contracts.

Iris

They immediately focused on solutions rather than problems. The translation of our wishes into watertight legal provisions was impressive. The service was professional and personal.

Kees

We really appreciated the transparency regarding the costs upfront. The agreements were properly honored. Our customers respond positively to the clear general terms and conditions.

Sabri

The flexibility in scheduling an appointment was very pleasant. They considered not only preventing disputes but also finding practical solutions. Everything was delivered neatly and on time.

Jihane

We needed tailored legal advice quickly and received excellent assistance. We received a clear explanation of the risks. It is clear that they have a passion for entrepreneurship.

Marieke

The flexibility in scheduling an appointment was very pleasant. The atmosphere during the meetings was always relaxed but highly focused on results. A party that delivers on what it promises on its website.

Nora

It was a relief to be helped so quickly. We received excellent advice regarding the division of intellectual property rights. The service was professional and personal.

Thomas

Our questions were taken seriously. The key points have been addressed effectively. The final result aligns 100% with our high standards.

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.

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.

Rim

Professional approach without unnecessarily complicated language. We were given tight deadlines that were fortunately well adhered to on both sides. Our business partners were impressed by the professionalism of the contracts.

Tobias

The promise of a quick start-up was absolutely fulfilled. The lawyer managed to strike exactly the right balance between legal density and readability. A party that delivers on what it promises on the website.

Victor

The first impression was simply excellent. Even outside regular hours, we received a quick response to an urgent question. A reliable partner that strives for perfection in their documents.

Yahya

The commitment to our case was palpable from the very first minute. Even outside regular hours, we received a quick response to an urgent question. A party that delivers on what it promises on its website.

Freek

We were given the space to tell our entire story without being interrupted. The process was completely digital and frictionless, which saved us a lot of time. The quality fully met our expectations.

Nabil

I noticed how customer-oriented the initial approach was. The adjustment round also went smoothly. It is clear that they have a passion for entrepreneurship.

Ikram

The process started immediately after our agreement, without delays. The fee structure was transparent, so we knew exactly where we stood during the process. The document was flawlessly accepted by our investors.

Mounir

We quickly received a clear and competitive quotation. We were excellently guided through the maze of current laws and regulations. The document was flawlessly accepted by our investors.

Judith

The initial meeting confirmed that we had made the right choice. Our questions were answered calmly and clearly. Fantastic value for money for this level of expertise.

Michiel

Good service and a clear working method. The advice regarding the collection terms in the terms and conditions was particularly useful for our cash flow. The document was accepted flawlessly by our investors.

Inaya

It is clear that they know what they are talking about, right from the first word. It was pleasant that what was important was explained in plain language. 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?

No business acquisition is the same. A few key choices determine what your purchase agreement will ultimately look like.

Choice or question Why this matters legally
Are you buying assets or shares? In an asset and liability transaction, you choose which components are transferred; in a share transaction, you purchase the entire BV, including all liabilities. This document assumes an asset transaction.
Will any staff be transferring? Employees linked to the activity to be transferred automatically, in principle. This affects the price, the guarantees, and the timeline.
How is payment made? A lump sum payment provides certainty; an earn-out or payment in installments links part of the price to future results, but requires additional agreements and guarantees.
What guarantees do you require? The less you know the company, the broader the guarantees and indemnities you need. Align the scope with the outcome of the due diligence.
Are permissions required? Tenants, banks, or key customers sometimes need to consent to the transfer. Include this as a suspensive condition to avoid surprises.
Clauses and provisions

Which elements belong in a business purchase agreement?

A business purchase agreement consists of more than just a price and a signature. Together, the following components determine whether the transfer proceeds smoothly from a legal and practical perspective. For each component, you will see when it is relevant and what to look out for.

Provision Relevant to Legal point of attention
Description of the purchased item Always List the exact assets: stock, inventory, machinery, customer base, trade name, domain names, and goodwill. Anything not mentioned is not included.
Purchase price and payment Always Determine the amount, the allocation across the assets, VAT treatment, and the timing of payment (in a lump sum or in installments).
Personnel transfer For staff In the event of a transfer of undertaking, employees automatically transfer with retention of employment conditions (Art. 7:662 et seq. of the Dutch Civil Code). Specify who bears which obligations.
Warranties and indemnities Always The seller guarantees, for example, that the figures are correct and that there are no hidden debts; indemnities regulate who pays if that proves to be the case.
Transfer of contracts Often Existing lease, supplier, and customer contracts are only transferred with the consent of the other party. Arrange for contract transfer in advance.
Non-compete and non-solicitation clauses Recommended Prevent the seller from starting a competing business or taking customers after the sale; determine duration, territory, and penalty.
Customer and personal data During data transfer The transfer of customer data must comply with the GDPR; establish the legal basis and the obligation to inform data subjects.
Suspensive conditions Often Make the purchase conditional on, for example, financing, permission from the landlord, or a successful due diligence investigation.
Use in practice

How do you use this document correctly?

A good agreement only works if you deploy it at the right time and in the right way. The steps below will help you with this.

Situation What should you do? Point of attention
For signature Conduct a due diligence investigation and verify figures, contracts, and debts This way, you know what you are buying and can adjust the warranties and price accordingly.
When drafting Describe the assets, price, and conditions fully and unambiguously Unclear descriptions later lead to discussion about what has or has not been sold.
Regarding the transfer Have both parties sign and arrange the actual delivery and payment Ownership and risk pass only when delivery and payment have actually taken place.
After the transfer Keep the signed agreement and inform customers, suppliers, and staff You need the document as proof and for any potential claim under the warranties.
Common mistakes

Common mistakes

When selling a business, things often go wrong on the same points. With these points of attention, you can avoid the most common mistakes.

Wrong Consequence Better approach
Vaguely describe assets Discussion as to whether, for example, the customer base or the trade name was included in the sale List each item concretely and exhaustively in an appendix to the agreement.
Do not include guarantees Buyer bears responsibility for hidden debts or disappointing sales Have the seller provide guarantees and indemnities regarding figures, debts, and ongoing disputes.
Ignore personnel transfer Unexpected wage costs and potential liability upon transfer of undertaking Inventory which employees will be joining and document the consequences and cost allocation.
Forgot permissions Landlord or bank blocks the transfer of contracts Include necessary consents as a suspensive condition before you sign.
No non-compete clause The seller immediately starts a competing company and takes customers with them Agree on a non-compete and non-solicitation clause specifying duration, territory, and a penalty.
Risk profile

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

The key considerations vary by role and type of acquisition. If you recognize your situation, you know where the focus should lie.

Risk profile Example Focus in the document
You are the buyer You are taking over an ongoing business and have limited knowledge of the internal situation Emphasize thorough due diligence, generous warranties, and clear indemnities.
You are a seller You want to transfer the business and remain liable as little as possible afterwards Limit the guarantees in time and amount and arrange to receive a discharge after the transfer.
Staff are going along Employees are subject to the rules for the transfer of undertakings Ensure the retention of employment conditions and clearly divide wage and pension obligations.
Customer data is transferred You transfer personal data of customers or business relations Ensure a GDPR legal basis, inform data subjects, and record the processing agreements.
Additional documents

When is this document not enough?

Sometimes your situation calls for a different or supplementary document. In the following cases, you look beyond the business purchase agreement.

Situation Supplementary document Why
You are buying the entire BV instead of individual assets Shareholders' Agreement In a share transaction, you arrange the relationships between shareholders separately from the purchase.
You share confidential business information in advance Confidentiality Agreement During the due diligence process, you protect your figures and know-how with a confidentiality agreement.
You are continuing the collaboration after the acquisition Cooperation Agreement If the seller remains involved, you record that collaboration in a separate agreement.
Explanation of this document

Drafting a business purchase agreement, why?

Not every entrepreneur knows exactly what a business purchase agreement is, when you need them, and which risks they must cover. That is why we explain below what this document entails, what you should look out for, and why customized legal solutions are important.

What is a purchase agreement for the purchase of a business?
A business purchase agreement is the agreement by which an entrepreneur sells his enterprise—the assets, liabilities, goodwill, customer relationships, and other business components—to a buyer. Unlike a share transaction—in which the buyer purchases shares in a company and thereby assumes the entire entity, including hidden risks—in an asset-liability transaction, the individual components of the enterprise. The business purchase agreement describes which assets are transferred—inventory, stocks, trade name, customer databases, contracts, intellectual property rights, personnel—and which liabilities the buyer assumes. Specific transfer rules apply to each category of assets. Our lawyers draft a business purchase agreement for you that exhaustively describes the assets and liabilities to be transferred, correctly arranges the transfer of personnel, addresses the tax implications, and formulates the seller's guarantees and indemnities in a balanced manner.
What are the advantages and disadvantages of an asset-liability transaction versus a share transaction?
The choice between an asset-liability transaction and a share transaction has far-reaching legal, tax, and practical consequences. In an asset transaction, the buyer selects which assets to acquire and which liabilities to accept—in principle, they are not bound by unknown obligations of the selling entity. In a share transaction, the buyer acquires the entire company, including all historical risks. From a tax perspective, the asset transaction is generally taxed more heavily for the seller—hidden reserves and goodwill are released as cessation profit—whereas the share transaction, if properly structured, can be more tax-favorable via the participation exemption. For the buyer, the asset transaction offers the possibility of creating a higher tax depreciation base. Our lawyers advise you on the most appropriate transaction structure for your situation.
How do you arrange the transfer of personnel during a business acquisition?
In a business transfer, the transfer of personnel is one of the most complex aspects. Pursuant to Article 7:662 of the Dutch Civil Code, the personnel of the transferred undertaking transfer to the buyer by operation of law if there is a transfer of undertaking—an economic unit that retains its identity. All employment rights and obligations are transferred, including accrued service time, protection against dismissal, and pension rights. The seller and buyer are obliged to inform the employees and their representatives (Works Council/Employee Representative Committee) of the takeover in a timely manner. Your business purchase agreement must explicitly regulate the personnel consequences of the takeover: who are the employees to be taken over, which employment conditions are transferred, and how will employees whom the buyer does not wish to take over be handled? Our lawyers ensure a personnel transfer arrangement that complies with Article 7:662 of the Dutch Civil Code.
What tax considerations apply when buying a business?
In an asset transaction, VAT is a primary consideration: if the transfer qualifies as a transfer of a going concern pursuant to Article 37d of the VAT Act, no VAT is levied on the purchase price. Transfer tax is relevant for real estate that forms part of the assets. The goodwill and hidden reserves in the assets result in cessation profit for the seller under income tax. Your business purchase agreement must correctly reflect the tax structure and explicitly regulate the VAT position. Our lawyers ensure a fiscally compliant acquisition contract.
How does it work at MKBjuristen?
Following an intake regarding the business to be sold, its structure, and the purchase price, our lawyers draft a business purchase agreement that exhaustively describes the assets and liabilities, correctly arranges the transfer of personnel, addresses the tax implications, and formulates the seller's guarantees and indemnities in a balanced manner.
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

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