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Sales and Purchase Agreement
I need a sales and purchase agreement for a transaction involving commercial real estate in Belgium, including clauses for due diligence, financing contingencies, and a timeline for closing. The agreement should also address any applicable VAT considerations and include a dispute reֱ mechanism.
What is a Sales and Purchase Agreement?
A Sales and Purchase Agreement is a legally binding contract that details the complete terms and conditions when one party buys assets, shares, or property from another. In Belgian business practice, these agreements follow the Civil Code's requirements and typically outline the purchase price, payment schedule, and precise description of what's being sold.
Beyond the core sale terms, these contracts handle critical aspects like warranties, liability limits, and tax implications under Belgian law. They protect both buyers and sellers by clearly stating each party's obligations, the timing of ownership transfer, and what happens if something goes wrong. For major business transactions, Belgian companies often include specific provisions about competition law compliance and workers' rights.
When should you use a Sales and Purchase Agreement?
A Sales and Purchase Agreement becomes essential when you're buying or selling significant business assets, company shares, or real estate in Belgium. Use it for any transaction where the stakes are high enough to need detailed documentation of terms, typically deals above €25,000 or involving complex assets.
The agreement proves particularly valuable during corporate restructuring, business expansion, or property investments. Belgian law requires written contracts for many commercial transactions, and having a comprehensive Sales and Purchase Agreement helps prevent disputes, ensures tax compliance, and protects both parties' interests. It's especially important when dealing with contingent payments, warranties, or cross-border transactions.
What are the different types of Sales and Purchase Agreement?
- Form For Real Estate Purchase Agreement: Specialized for property transactions, with sections on urban planning compliance and registration requirements under Belgian property law.
- Used Car Sell Agreement: Focused on vehicle transfers, including technical inspection certificates and warranty details specific to Belgian automotive regulations.
- Owner Financed Sales Contract: Incorporates payment schedules and security interests when sellers provide direct financing, following Belgian financial regulations.
- Buy Sell Life Insurance Agreement: Designed for business succession planning, linking ownership transfer to life insurance policies under Belgian corporate law.
- Home Sales Agreement Contract: Tailored for residential property sales, including specific protections required by Belgian housing legislation.
Who should typically use a Sales and Purchase Agreement?
- Business Owners and Entrepreneurs: Key decision-makers who negotiate and sign Sales and Purchase Agreements when buying or selling companies, assets, or shares.
- Corporate Lawyers: Draft and review agreements to ensure compliance with Belgian corporate law and protect their clients' interests.
- Real Estate Professionals: Use these agreements for property transactions, working with notaries to ensure proper registration.
- Financial Advisors: Guide clients through financial terms and tax implications of major purchases or sales.
- Notaries: Required by Belgian law to authenticate certain types of Sales and Purchase Agreements, especially for real estate transactions.
- Accountants and Tax Specialists: Review agreements for tax efficiency and financial reporting requirements.
How do you write a Sales and Purchase Agreement?
- Party Details: Collect full legal names, addresses, and registration numbers for all involved companies or individuals.
- Asset Information: Gather detailed descriptions of what's being sold, including relevant certificates, permits, and ownership documents.
- Financial Terms: Document the agreed price, payment schedule, and any financing arrangements or security requirements.
- Due Diligence: Review existing contracts, liabilities, and legal obligations affecting the sale.
- Compliance Check: Verify sector-specific Belgian regulations and required governmental approvals.
- Documentation: Our platform generates customized agreements that include all mandatory Belgian legal elements and proper formatting.
- Signing Requirements: Confirm authorized signatories and notary involvement if required by Belgian law.
What should be included in a Sales and Purchase Agreement?
- Identification Details: Full legal names, addresses, and registration numbers of all parties involved, following Belgian Civil Code requirements.
- Subject Matter: Precise description of assets, shares, or property being transferred, including all relevant specifications.
- Price and Payment: Clear terms on purchase price, payment schedule, and currency, compliant with Belgian financial regulations.
- Transfer Terms: Specific conditions for ownership transfer, including timing and delivery requirements.
- Warranties: Standard and specific guarantees about the sale object's condition or status.
- Dispute Reֱ: Choice of Belgian court jurisdiction and applicable law provisions.
- Signature Requirements: Proper execution format, including notarization requirements where applicable.
- Data Protection: GDPR-compliant clauses for handling personal information.
What's the difference between a Sales and Purchase Agreement and an Asset Purchase Agreement?
A Sales and Purchase Agreement differs significantly from an Asset Purchase Agreement in several key aspects, though they're often confused in Belgian business transactions. The main distinction lies in their scope and specific legal requirements under Belgian law.
- Scope of Transfer: Sales and Purchase Agreements cover any type of sale transaction, including shares, real estate, or entire businesses, while Asset Purchase Agreements specifically deal with individual business assets or groups of assets.
- Legal Structure: Sales and Purchase Agreements follow general Belgian contract law principles, while Asset Purchase Agreements must comply with specific asset transfer regulations and may require additional documentation for certain asset types.
- Tax Implications: Asset Purchase Agreements often involve different VAT treatments and transfer tax considerations compared to the broader Sales and Purchase Agreement.
- Due Diligence Requirements: Asset Purchase Agreements typically require more detailed technical and regulatory compliance checks for specific assets, whereas Sales and Purchase Agreements focus on overall transaction validity.
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