Custom legal document

Drafting a company acquisition agreement

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

Don't take a gamble on this: holes in a self-made document have major consequences.
Have a lawyer review it and save yourself doubt, setbacks, and exorbitant costs.

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Is your document outdated, copied, generated with AI, or no longer suitable?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

Safae

The direct contact and the absence of hidden costs were the deciding factors. We were also able to ask questions after the initial consultation. Fantastic value for money for this level of expertise.

Gijs

From the very first moment, we felt heard. It was nice that we could call in immediately if anything in the draft was unclear. Our business partners were impressed by the professionalism of the contracts.

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.

Marco

I couldn't see the wood for the trees, but the first meeting immediately provided clarity. The documents were neatly formatted and delivered directly in our house style. Everything was delivered properly and on time.

Lieke

The consultation provided immediate clarity. The lawyer needed only half a word to create the right context. A party that delivers on what it promises on its website.

Danique

We quickly gained insight into the key risks. The lawyer effectively translated our situation into the document. The service was professional and personal.

Floor

We had immediate confidence in the team's expertise. They managed to forge an extremely complex joint venture agreement in a short timeframe. The quality fully met our expectations.

Amin

We quickly gained the certainty we were looking for. Reviewing and editing our general terms and conditions has significantly improved the quality. A party that delivers on what it promises on its website.

Arjan

It is pleasant when a party immediately understands the core of the problem. The follow-up care and the opportunity to ask brief questions were arranged superbly. It is clear that they have a passion for entrepreneurship.

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.

Younes

We immediately felt that we were in good hands. It was a relief that our emails were often answered comprehensively within just a few hours. Our customers respond positively to the clear general terms and conditions.

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.

Ronald

The intake felt like a real consultation rather than a sales pitch. They provided fantastic input on how we could keep the document commercially friendly. A reliable partner striving 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.

Nizar

It immediately felt like a partnership rather than a simple service. The process was entirely digital and frictionless, which saved us a lot of time. It is clear that they have a passion for entrepreneurship.

Moad

We were immediately reassured after a worrying situation. The proactive attitude while waiting for feedback from our counterparty was very pleasant. The quality fully met our expectations.

Danielle

The lawyer took the time to explain everything thoroughly. The lawyer always maintained an overview, even when the wish list changed in the meantime. Everything was delivered neatly and on time.

Sven

We were in a contentious situation, but the calm start defused the tension. There was room for our specific wishes. The document was accepted flawlessly by our investors.

Laurens

I am extremely pleased with the quick and adequate initial response. The process was organized in such a way that we achieved maximum output with minimal effort. The document was accepted flawlessly by our investors.

Ilyas

I received a call back within half an hour of my online request. There was room for our specific wishes. Fantastic value for money for this level of expertise.

Monique

The communication was smooth and professional. The advice regarding the collection terms in the terms and conditions was particularly useful for our cash flow. Fantastic value for money for this level of expertise.

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, a few key choices determine the structure and risk allocation. These choices have significant consequences for liability, taxation, and the transfer of personnel.

Choice or question Why this matters legally
Share deal or asset deal? In a share deal, you buy the shares including all rights and obligations of the company; in an asset deal, you buy only selected assets and avoid the obligations you do not want.
What guarantees do you require? The broader and more concrete the seller's guarantees, the better protected you are against setbacks after the acquisition; the seller, on the other hand, wants to limit these.
Is an earn-out agreed upon? A deferred payment dependent on future results reduces the risk of overpayment, but requires clear measurement agreements to prevent subsequent disputes.
Which suspensive conditions apply? Conditions such as financing or a successful due diligence provide you with a way out if it turns out that the company does not meet expectations.
Will the staff transfer? In the event of a transfer of undertaking, employees automatically transfer with retention of employment conditions; this also determines the value and the obligations.
Clauses and provisions

What elements belong in a company acquisition agreement?

An acquisition can be a share transaction or an asset transaction. In both cases, the agreement contains a number of fixed building blocks that define the object, the price, and the liability.

Provision Relevant to Legal point of attention
Object of acquisition Always Description of what is being acquired: shares (share deal) or specific assets and liabilities such as stock, customers, and contracts (asset deal).
Purchase price and payment Always The price, the payment method, and any earn-out depend on future results.
Warranties and statements Always Commitments by the seller regarding the state of the company, such as accurate annual figures, no hidden debts, and valid contracts.
Indemnities For known risks Agreement that the seller assumes specific, named risks (such as ongoing disputes or tax claims).
Suspensive conditions Often Conditions that must be fulfilled before the acquisition proceeds, such as financing, bank approval, or due diligence.
Non-compete and non-solicitation clauses Generally Prohibition for the seller to compete or approach customers and staff after the acquisition.
Personnel transfer In an asset deal Regulation concerning the transfer of employees; in the event of a transfer of undertaking, personnel transfer by operation of law.
Confidentiality and final provisions Always Confidentiality, applicable law, competent court and the manner of dispute resolution.
Use in practice

How do you use this document correctly?

An acquisition agreement is the culmination of a process that begins with exploration and due diligence. Use the document at the appropriate times and ensure that its content aligns with what has been investigated and agreed upon.

Situation What should you do? Point of attention
Before the negotiation Set out the main points in a letter of intent and agree on confidentiality This is how you create a framework and protect confidential information before figures are shared.
After the due diligence Incorporate the findings of the due diligence into warranties and indemnities In this way, you translate findings regarding risks into concrete protection or price adjustment.
Upon signing Check whether all suspensive conditions and attachments are complete Missing documents or conditions lead to uncertainty regarding when the acquisition will be finalized.
After the transfer Keep the signed contract with attachments and monitor the duration of the warranties Warranties and indemnities often apply for only a limited period; claiming in a timely manner prevents the forfeiture of rights.
Common mistakes

Common mistakes

In business acquisitions, most conflicts arise because parties underestimate or overlook specific aspects. The mistakes listed below are the ones you see most frequently in practice.

Wrong Consequence Better approach
No or insufficient due diligence Hidden debts or legal risks only come to light after the acquisition Conduct thorough due diligence and incorporate the findings into warranties and price.
Vague or missing guarantees The buyer unintentionally bears the risk of setbacks and cannot hold the seller liable Include concrete, measurable guarantees and indemnities.
No non-compete clause for the seller The seller starts a competing company and takes customers and staff with them Include a clear non-compete and non-solicitation clause with duration and penalty.
Personnel transfer not arranged Unexpected wage obligations or disputes with employees after the takeover Map out in advance which employees transfer by operation of law and which agreements apply.
Oral commitments not recorded Promises regarding customers, suppliers, or figures cannot be enforced later Record all agreements fully and in writing in the agreement and appendices.
Risk profile

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

The proper structuring of the agreement depends on your role and the type of transaction. Recognize your situation and know what you need to be particularly vigilant about.

Risk profile Example Focus in the document
You are the buyer You are acquiring an existing company or its shares and want certainty regarding its true state Focus on substantial warranties, due diligence, and suspensive conditions.
You are a seller You want to sell your business and no longer remain liable afterwards Focus on the delimitation and limitation of warranties and a reasonable limitation period for claims.
Family or business succession The takeover takes place within the family or by staff, often with payment in installments Focus on clear payment arrangements, control during the transition, and tax implications.
Partial acquisition You are acquiring only a part or activity of a company Focus on a precise description of the object and the allocation of debts and contracts.
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 a different or additional document.

Situation Supplementary document Why
You are taking over the company together with a co-shareholder Shareholders' Agreement Regulates the mutual relationship, control, and profit distribution between the shareholders after the acquisition.
You first share confidential figures during the negotiation Confidentiality Agreement Protects sensitive business information before a definitive acquisition is agreed.
The seller remains involved as a director after the acquisition Management Agreement Establishes the conditions under which the former owner continues to temporarily manage the company.
Explanation of this document

Drafting a company acquisition agreement, why?

Not every entrepreneur knows exactly what a business acquisition agreement is, when you need one, and which risks it 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 a business acquisition agreement?
A business acquisition agreement is the overarching contract by which a buyer acquires an existing business from the seller. The agreement can take two fundamentally different legal forms: an asset and liability agreement, in which the buyer acquires the individual business assets—inventory, stocks, trade name, customer base, contracts—or a shares agreement (SPA) in which the buyer acquires the shares in the company and thereby indirectly all assets and liabilities. The choice between the two forms has far-reaching tax, legal, and practical consequences. For most SME acquisitions, a combination of both types of elements is to be expected: an asset transaction for the business substance and additional agreements regarding personnel, tenancy rights, and intellectual property. Our lawyers guide you in determining the most suitable form of acquisition, draft the acquisition agreement that fully transfers the business substance, correctly arranges the transfer of personnel, and formulates the seller's guarantees and indemnities in a balanced manner.
How do you choose between an asset transaction and a share transaction?
The choice is determined by tax considerations, the structure of the company to be sold, and the risk appetite of both buyer and seller. In an asset transaction, the buyer selects which assets to acquire—in principle, they are not bound by historical debts or hidden liabilities of the company. For the seller, an asset transaction typically leads to higher taxation because hidden reserves and goodwill are released as liquidation profit. In a share transaction, the buyer acquires the entire company, including all risks—though, depending on the participation exemption, the seller can realize the capital gain tax-free. The most complex SME acquisitions are those involving real estate: transfer tax can be an argument for a share transaction. Our lawyers advise you on the structure that best aligns with your tax position and risk appetite.
How do you arrange the transfer of personnel during a business 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 transfer, including accrued service time and collective labour agreement rights. The employer and the buyer are obliged to inform the Works Council or employee representation in a timely manner. Your acquisition agreement must regulate the transfer of personnel: which employees transfer, which do not, how are the employees informed, and how are employees whom the buyer does not wish to take over handled? Our lawyers advise you on the legal boundaries of personnel selection during a business acquisition.
How does it work at MKBjuristen?
Following an intake regarding the company to be sold, the purchase price, and the negotiating position, our lawyers guide you in choosing the form of the acquisition and draft the acquisition agreement that correctly transfers all business units, arranges the transfer of personnel, and formulates the 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

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