Seven appropriate clauses in the contract of sale of businesses

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In addition to the essential clauses, there are others that should be reflected in contracts for the sale of businesses.

Such clauses generally do not relate to essential aspects of the contract, but may be useful for the result of the operation is satisfactory.

Survival of the contract

In the event that certain clauses of the contract is null and void, the rest of it will be valid and binding upon the parties.

Right to assign

The parties may assign the rights and obligations of the contract: It SHOULD indicate clearly whether the consent of the other party is needed or just the mere information.


The way in which the taxes generated by the operation will be shared set.
The possibilities are, Casting by law (article 1.455 Civil Code), a percentage of each party, or all expenses for a party.
The tax will be determined by the applicable regulations, which, does not stop between the contracting is reached various agreements for compensation in the price.

Law and Jurisdiction

Are frequent purchase and sale transactions involving companies in which a foreign contractor. Within the European Community, the general principle is freedom of agreements so you should determine both the law regulating the relationship as the competent courts to hear the dispute, if occurring. It is enshrined in Rome I Regulation. If the parties do not choose the applicable law, some rules for their determination. Normally, the applicable law is that of the seller.

As the competent court, from 10 January 2015 It shall be governed by the Regulation EU / 1215/2012. The general principle is freedom of pacts, although in some cases such as the transfer of real estate will be the exclusive jurisdiction of the state where these are.
If the contractor does not belong to the European Union, and it has not chosen a competent court expressly, Spanish courts have jurisdiction.


How to make notification to the other party so as to be considered valid is determined. It is especially important if occurring claims. Therefore a written procedure is recommended, reliable and addressed to a specific person.


You can perform the contract in any language. It is often done in English and Spanish, but this duality can lead to problems. Es conveniente indicar el idioma que prevalece en caso de duda.

Obligations to do or not do

Besides transmission Company, often another set of commitments linked to the key people of the acquiree.

The seller agrees to not hire key employees of the company sold, or not compete with the company once the operation. In these cases you must specify the exact duration, the content, and the geographical extent to which it applies.
You can also set a permanence commitment to key people.

Ultimately, en cada caso concreto hay una serie de cláusulas que si bien no son esenciales, They are relevant for the Company sale agreement deploy its effects in the future properly.

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