
Template Asset Purchase Agreement under Dutch law
Penrose, a Dutch law firm specializing in business law, corporate law, IP/IT and M&A has uploaded an example Asset Purchase Agreement (APA) on its website. We share this sample template due to demand for this type of business purchase contract under the laws of the Netherlands. We believe that rather standardized agreements can be shared so that we, as Dutch corporate lawyers, are able to focus on adding actual value to our clients and legal services.
For that reason and for quite a number of years, Penrose offers a growing range of free-to-use Dutch law example agreements on the website www.penrose.law. Here, you can also find information on how and when to use these agreements in business dealings in the Netherlands.
Asset Purchase Agreement under Dutch law
The new template Asset Purchase Agreement can be found here. The agreement is available for download in PDF and Word format, allowing you to make any necessary changes and additions. The Asset Purchase Agreement is available in both Dutch and English. A contract in the English language is also legally binding in the Netherlands.
This template Asset Purchase Agreement contains standard and most common provisions in accordance with the relevant Dutch regulations. This agreement provides the possibility to take over or purchase/ acquire a whole business. Thus, all assets including goodwill and also liabilities. Taking over liabilities and debt can also be excluded, in which case only properties and, possible also third party contracts will transfer.
Employment contract and business acquisition
Please note that especially employment contracts need to be considered carefully in the event of a transfer of a business in the Netherlands. There is a big difference between a transfer of an enterprise and a transfer of the shares in such Dutch enterprise, i.e. generally a limited liability company (a B.V.).
Employment agreements may be transferred by operation of Dutch law in case of a business transfer, regardless of the contract stipulations. This is due to the so-called transfer of undertakings rules (also: TUPE) of the European Union which rules are incorporated in the labor laws of the Netherlands.
Within the framework of our example contract to acquire a Dutch enterprise, variations and additions are generally possible. For example, regarding goodwill and/or debtors. Sections that need to be completed in this template are highlighted in yellow.
Template for buyer’s position
Furthermore, our template takes the buyer’s position as its starting point. If you are looking for an agreement that takes the seller’s position as the starting point, or an agreement for joint venture transactions, please contact us. Please note that acquiring a Dutch business generally requires specialized legal, tax and financial advice.
For more information about the Asset Purchase Agreement, please visit our website. If you have any questions about agreements to acquire a business in the Netherlands, please feel free to contact Hans Klaver at h.klaver@penrose.law or Lukas Witsenburg at l.witsenburg@penrose.law. Our attorneys in Amsterdam can also be reached by phone at +31 20 2400710 or +31 6 22254589 (Hans’ cell phone number).