Share Purchase Agreement Dutch Law

It is a fairly common event that the buyer and seller wait (too) long before advising you legal counsel on the agreement they want to reach. Often the atmosphere between the seller and the buyer is pleasant and informal, and they tend to forget that the development of a sales contract for the acquisition of a business is a real specialized job. AMS`s lawyer is very experienced throughout the acquisition process, from establishing the NDA (confidentiality agreement, confidentiality statement) to conducting negotiations, to developing and evaluating the acquisition contract. If you need full protection for the seller or buyer, look at our spa friendly for sale. If you use terms and conditions of sale or purchase, you must ensure that they are applicable. The terms and conditions are generally insufficient. They must refer appropriately to these conditions. This means that you must actively inform your partner that you want to declare your terms and conditions of sale (only) for the sales contract (and all future agreements). Whether it`s a machine, a production line or some other issue, you need to be aware of it in all situations. Under the so-called haviltex test introduced by the Supreme Court of the Netherlands, the interpretation of an agreement subject to Dutch law will depend to a large extent on what the parties could reasonably have granted in the applicable circumstances and on what both parties could reasonably have hoped for from each other. As Dutch contract lawyers, we help contractors enter into sales contracts. As an entrepreneur, you have an interest in a practical model that you can use over and over again in your sales contracts. As a Dutch law firm in the Netherlands, we help you establish and evaluate sales contracts.

We check whether the most important points are indicated in the agreement and whether your interests are sufficiently protected. If you want to sell your business in the Netherlands or buy a business, this is a special process. When the business of a limited liability company (BV) is sold, the shares of BV (or BV at the head of the group) are generally taken over. Of course, it is important for the buyer of the company to know what he is buying, what is the financial situation of the company, whether claims of the past are to be expected, what are the prospects and what is the legal status of large-scale contracts. All these components pay a portion to determine the conditions under which shares in BV can be taken over: not only the price, but also, for example, the guarantees and the way the seller leaves the company. Regardless of whether the BSG is subject to Dutch legislation, it should include specific tax clauses in the event that Dutch taxes are included in the objective. We will continue below by examining the main considerations relating to tax clauses in such an GSB. These assets must be taken into account when negotiating the G.S.O., whether you represent the buyer or seller. In addition, the scope of tax compensation for cross-border transactions often varies according to what both parties are used to.

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