Arrange the legal aspects of a business acquisition properly

Are you planning to buy or sell a business, transfer shares, or allow a shareholder to exit? Then a clear purchase agreement or settlement agreement is essential. We assist entrepreneurs in legally documenting business acquisitions, asset and liability transactions, share sales, and exits.

Free consultation Request acquisition agreement

Tailor-made purchase agreement for assets, business, shares, or exit.

Legal risks clear in advance. Warranty, indemnification, payment, and transfer well arranged.

For buyer and seller. We record agreements clearly and enforceably.

Lawyers and in-house counsel. Practical guidance on business transactions.

Mr. Jaime Boogaers

Corporate Law | Lawyer, 16 years of experience

In a business acquisition, things usually don't go wrong with the purchase price, but with what the parties haven't clearly defined. Exactly which assets or shares are being transferred? Which obligations remain? Who bears past risks? And what happens if a party fails to cooperate after the transfer?

That is why an acquisition agreement must not only be legally sound but also practically feasible. We clearly document the agreements so that buyer and seller know where they stand

A business acquisition is more than just agreeing on a purchase price.

Record exactly what is being transferred, which debts remain outside the transaction, which guarantees apply, and what happens if a third party does not give consent. This prevents disputes after the transfer.

Which agreement do you need?

The right agreement depends on the legal form, the chosen transaction structure, and the agreements between the parties. We draft, among others, purchase agreements, asset and liability agreements, shareholder transfers, exit agreements, and settlement agreements.

Most chosen

Business purchase agreement

from 499.- excl. VAT

For the purchase or sale of a business
Suitable for asset and liability transfer
Regulations for stock, inventory, trade name and goodwill
Agreements regarding ongoing contracts and customers
Warranty and Indemnity Provisions
Payment, transfer and cooperation after closing

Free consultation

Shareholder out

Withdrawal or sale of shares

from 499.- excl. VAT

For the sale of shares to another shareholder
Arrangement regarding price, payment, and delivery time
Agreements regarding waiver of claims and final discharge
Verification of articles of association and shareholder agreements
Preparation for notarial share transfer
Potential non-competition, non-solicitation clause and confidentiality

Free consultation

Prevent disputes

Determination of share sale

from 499.- excl. VAT

For recording agreements between shareholders
Suitable for withdrawal, conflict, or practical termination
Final discharge and waiver of further claims
Agreements regarding payment, transfer, and cooperation
Regulations for administration, customers, ongoing obligations
Penalty clause for non-performance possible

Free consultation

Business acquisition by legal form

The acquisition of a sole proprietorship works differently than the acquisition of a BV, VOF, CV, or professional partnership. The agreement must align with the legal structure.

Sole proprietorship

In the case of a sole proprietorship, the business as a whole is usually not transferred, but rather the individual assets: stock, inventory, trade name, website, customer base, contracts, and goodwill.

General partnership, limited partnership or professional partnership

In partnerships, withdrawal, continuation, internal settlement, liability, and existing agreements between partners play a major role.

BV

In the case of a private limited company (BV), the sale of shares or the sale of assets may occur. A notarial transfer is required for the transfer of shares. The purchase agreements are laid down in advance in a share purchase agreement or settlement agreement.

Not every business acquisition is a share transfer.

Sometimes an asset and liability transfer is better. Sometimes a shareholder needs to be bought out. And sometimes, a settlement agreement is primarily needed to definitively end the dispute.

What should be included in a business acquisition agreement?

A good acquisition agreement prevents parties from disputes afterwards regarding the transfer, purchase price, obligations, or risks from the past.

What is being transferred?

Think of stock, inventory, domain names, trade name, IP rights, customer base, goodwill, ongoing orders, business information, and administration.

Which obligations remain?

Record which debts, claims, taxes, warranties, lease obligations, or ongoing disputes are or are not assumed.

Price and payment

Arrange the purchase price, payment terms, set-off, earn-out, deferred payment, deposit, or suspension in case of missing information.

Contracts and third parties

Many contracts do not transfer automatically. Think of rent, suppliers, leases, software, customers, and financing. Cooperation from third parties may be required.

Warranties and indemnities

The seller may provide warranties regarding title, debts, figures, personnel, intellectual property rights, and ongoing obligations. Indemnities limit subsequent disputes.

Cooperation after transfer

Arrange for the seller to assist with the transfer of accounts, clients, administration, systems, introductions, and practical matters after closing.

Withdrawal of shareholder or partner

Many business acquisitions do not involve an external buyer, but rather a shareholder, partner, or associate who is leaving. Even in such cases, agreements must be clearly documented.

Shareholder sells to another shareholder

When selling shares to an existing shareholder, the price, payment, delivery, final discharge, waiver of rights, non-competition clause, non-solicitation clause, and cooperation must be properly arranged. The articles of association and the shareholders' agreement must also be considered.

Partner or associate withdraws

Upon withdrawal from a general partnership (VOF), limited partnership (CV), or professional partnership, continuation, liability, settlement, clients, ongoing assignments, banking matters, and notifications to third parties play an important role.

Upon withdrawal, final discharge is often just as important as the purchase price.

Prevent parties from disputing old debts, customers, profit distribution, administration, guarantees, or past obligations after the transfer.

How does it work?

We keep the process clear and transparent. First, we determine which agreement is required. Then, we draft the custom document.

1

Free intake

We discuss the transaction, legal form, parties, purchase price, assets, shares, liabilities, contracts, and key risks.

2

Determine structure

We determine whether a business purchase agreement, asset and liability agreement, share purchase agreement, exit agreement, or settlement agreement is required.

3

Custom concept

We draft a concept with attention to transfer, payment, guarantees, indemnities, cooperation, contracts, personnel, and final agreements.

4

Adjust and finalize

You can ask questions and submit changes. Afterwards, you will receive the final agreement. In the case of a share transfer, consultation with the notary may be required.

Why not work with a standard model?

A business acquisition is almost never standard. The risks often lie in the details: what is transferred, what is left behind, and who is liable if something turns out to be wrong later?

Standard model or self-made document

SME Lawyers acquisition agreement

General text without assessment of the transaction

Tailored to legal form, purchase structure, and agreements

Unclear which assets, contracts, or liabilities are being transferred

Clear description of what is and is not transferred

Little attention to warranties and indemnities

Targeted provisions regarding past risks

No practical arrangement for cooperation after transfer

Agreements regarding the transfer of customers, accounts, administration, and systems

Risk of dispute after closing

Final agreements, penalties, and evidentiary position clearly documented

An acquisition agreement must prevent the deal from derailing after signing.

Therefore, we look not only at the text of the agreement, but also at the execution: what needs to be done, who needs to cooperate, and what happens if an agreement is not fulfilled?

Key considerations for business acquisitions

These topics frequently recur in practice and must be discussed thoroughly in advance.

Due diligence

For larger transactions, research into figures, contracts, personnel, debts, claims, permits, and tax position is advisable.

Staff

In the event of a transfer of undertaking, employees may, under certain circumstances, automatically transfer with it. This must be assessed in advance.

Privacy and customer database

The transfer of customer data, newsletter files, and personnel data must be arranged carefully.

Intellectual property

Determine who becomes the owner of the trade name, trademark, domain name, software, logo, content, designs, and other IP rights.

Non-competition

The buyer often wants to prevent the seller from immediately starting over or approaching customers. A carefully drafted clause prevents disputes.

Penalty clause

In agreements regarding confidentiality, cooperation, non-competition, or assignment, a penalty clause can help enforce compliance.

Reviews of our agreements

4,9

Average rating based on 90 reviews of legal documents, purchase agreements, and custom solutions for entrepreneurs.

Marieke

★★★★★

Our situation was given careful consideration. We received a clear document without unnecessary complexity. Everything was delivered neatly and on time.

Jan

★★★★★

We received pleasant assistance from the very first contact. The round of adjustments also went smoothly. We would be happy to return for any future legal questions.

Derya

★★★★★

We quickly gained insight into the key risks. The adjustment round also went smoothly. The collaboration was very pleasant.

Deniz

★★★★★

Great communication and a carefully drafted agreement. The round of adjustments also went smoothly. The investment was definitely worth it.

Eva

★★★★★

The communication was friendly and professional. We received a clear document without unnecessary complexity. We were able to use the agreement immediately.

Jeroen

★★★★★

Great communication and a carefully drafted agreement. The round of adjustments also went smoothly. The investment was definitely worth it.

Lina

★★★★★

We quickly gained insight into the key risks. The adjustment round also went smoothly. The collaboration was very pleasant.

Nina

★★★★★

We received pleasant assistance from the very first contact. The round of adjustments also went smoothly. We would be happy to return for any future legal questions.

Tim

★★★★★

We quickly gained insight into the key risks. The adjustment round also went smoothly. The collaboration was very pleasant.

Request acquisition agreement

Do you want to buy or sell a business, facilitate a shareholder exit, or formalize the sale of shares? Request a free consultation or quote. We will assess which agreement is required and which arrangements need to be legally recorded.

Free and no-obligation advice regarding your situation
Custom purchase agreement or settlement agreement
Attention to purchase price, payment, warranties, and indemnities
Suitable for sole proprietorship, general partnership, professional partnership, limited partnership, and private limited company
Coordination with an accountant, tax advisor, or notary is possible

Questions about a business acquisition? Call 085 25000 44

Free consultation Request a quote

Frequently Asked Questions

What is a takeover agreement?

An acquisition agreement is a purchase agreement that specifies which company, shares, or assets are being transferred, at what price, and under what conditions.

Can a sole proprietorship be taken over?

A sole proprietorship itself is not a legal entity. Therefore, the individual assets are usually transferred, such as stock, trade name, website, customer base, inventory, and goodwill.

Is a notary required for the sale of shares?

Yes, the transfer of shares in a BV takes place via a notary. The commercial and legal agreements can be laid down in advance in a purchase agreement or settlement agreement.

What is the difference between a share sale and an asset-liability transaction?

In a share sale, the buyer purchases the shares in the BV. In an asset and liability transaction, the buyer purchases specific parts of the business. Which route is sensible depends on the situation.

Can you also record the exit of a shareholder?

Yes. We can legally formalize agreements regarding the sale of shares, final discharge, waiver of claims, payment, cooperation, and confidentiality.

Can a penalty clause be included?

Yes. With regard to agreements concerning non-competition, relationship clauses, confidentiality, or cooperation after a transfer, a penalty clause can be useful.

Expertise

Contracts

Legal assistance

Debt collection

About Us

Business acquisition

Go for a reliable partner, choose expertise

Arrange the legal aspects of a business acquisition properly

Mr. Jaime Boogaers

Which agreement do you need?

Business purchase agreement

Withdrawal or sale of shares

Determination of share sale

Business acquisition by legal form

Sole proprietorship

General partnership, limited partnership or professional partnership

BV

What should be included in a business acquisition agreement?

What is being transferred?

Which obligations remain?

Price and payment

Contracts and third parties

Warranties and indemnities

Cooperation after transfer

Withdrawal of shareholder or partner

Shareholder sells to another shareholder

Partner or associate withdraws

How does it work?

Free intake

Determine structure

Custom concept

Adjust and finalize

Why not work with a standard model?

Key considerations for business acquisitions

Due diligence

Staff

Privacy and customer database

Intellectual property

Non-competition

Penalty clause

Reviews of our agreements

Request acquisition agreement

Frequently Asked Questions

What is a takeover agreement?

Can a sole proprietorship be taken over?

Is a notary required for the sale of shares?

What is the difference between a share sale and an asset-liability transaction?

Can you also record the exit of a shareholder?

Can a penalty clause be included?

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