AI Binuong Kasulatan ng Pagbebenta ng Negosyo - 2026 Updated
Deed of Sale of Business
1. Document Title
States the formal title of the instrument, e.g., “Deed of Absolute Sale,” and clearly identifies the nature of the document.
2. Date and Place of Execution
Indicates the exact date and the city/municipality and province within the Philippines where the deed is executed.
3. Parties Information
Provides the full legal names, citizenship, civil status, ages, and addresses of the Seller(s) and Buyer(s), including any representatives or attorneys-in-fact.
4. Recitals / Whereas Clauses
Sets out the background facts and circumstances leading to the sale, establishing the parties’ intent and the existence of ownership and authority to sell.
5. Definitions
Lists and defines key terms used throughout the deed to avoid ambiguity (e.g., “Property,” “Closing Date,” “Taxes”).
6. Object of the Sale
Declares that the Seller transfers and conveys the property to the Buyer, subject to the terms and conditions stated herein.
7. Description of Property
Gives the full technical description of the property, including Transfer Certificate of Title/Tax Declaration numbers, boundaries, area, improvements, and any encumbrances.
8. Ownership Representation
Affirms that the Seller is the lawful and exclusive owner, with full right to sell the property free from liens except those disclosed.
9. Purchase Price and Consideration
States the total purchase price, currency, and acknowledgment of receipt or promise of payment.
10. Earnest Money
Specifies any earnest or deposit money previously paid, its amount, and how it will be credited to the purchase price or forfeited.
11. Payment Terms and Schedule
Details the mode of payment (cash, check, bank transfer), installment timetable, interest (if any), and deadline for full payment.
12. Taxes, Fees, and Other Expenses
Allocates responsibility for capital gains tax, documentary stamp tax, transfer tax, registration fees, notarial fees, and incidental costs.
13. Transfer of Ownership and Delivery
Describes when title, possession, and risk pass to the Buyer and the Seller’s duty to deliver the owner’s duplicate certificate of title and other documents.
14. Possession and Risk of Loss
Specifies the point at which possession is transferred and which party bears the risk for any damage or loss before and after closing.
15. Condition of Property / Warranties
Provides warranties on the physical and legal condition of the property and any disclosure of latent defects or existing leases.
16. Documents to be Delivered at Closing
Lists titles, tax clearances, real property tax receipts, IDs, authority to register, and other documents the parties must exchange.
17. Closing Date and Venue
Sets the specific date, time, and location for the formal turnover and signing of closing documents.
18. Conditions Precedent and Subsequent
Outlines actions or approvals (e.g., marital consent, HOA clearance, BIR certification) required before or after closing for the sale to remain valid.
19. Assignment and Delegation
States whether either party may assign its rights or delegate its obligations, and under what conditions.
20. Indemnification
Provides that the Seller or Buyer will hold the other harmless from damages, claims, or losses arising from breaches or third-party claims.
21. Default and Remedies
Specifies events constituting default and the remedies available, such as cancellation, forfeiture, damages, or specific performance.
22. Force Majeure
Excuses non-performance of obligations due to events beyond the parties’ control, such as natural disasters or government actions.
23. Compliance with Laws and Regulations
Affirms both parties will comply with Philippine laws, including foreign ownership restrictions and zoning or land-use rules.
24. Confidentiality
Requires the parties to keep the terms of the sale and any proprietary information confidential, except as required by law.
25. Governing Law and Dispute Resolution
Identifies Philippine law as governing and sets out the agreed venue for litigation or mediation/arbitration procedures.
26. Notices
Specifies how and where written notices will be sent, including addresses, email preferences, and deemed receipt rules.
27. Entire Agreement
Declares that the deed embodies the whole agreement, superseding prior negotiations or understandings.
28. Amendments
Requires that any changes to the deed be made in writing and signed by all parties.
29. Severability
Provides that if any clause is held invalid, the remaining provisions remain in full force and effect.
30. Waiver
States that failure to enforce any right does not constitute a waiver of future enforcement of that right.
31. Headings for Reference Only
Clarifies that section headings are for convenience and do not affect interpretation.
32. Counterparts
Allows the deed to be signed in multiple identical originals or counterparts, each deemed an original.
33. Authorization to Register
Grants the Buyer or its representative authority to present the deed to the Register of Deeds and secure transfer of title.
34. Special Provisions
Contains any unique stipulations agreed by the parties, such as lease-back arrangements, right of first refusal, or escrow instructions.
35. Interpretation
Sets rules for construing the deed, such as priority of provisions and singular/plural usage.
36. Effectivity
States when the deed takes effect, whether on signing, payment, or registration, and any retroactive application.
37. Annexes / Schedules
Lists and incorporates by reference technical descriptions, location plans, tax clearances, IDs, or other attachments.
38. Signatures of Parties
Provides signature blocks for the Seller(s) and Buyer(s), including printed names and government-issued ID details.
39. Witness Signatures
Provides spaces for at least two competent witnesses to sign, as required under Philippine notarial rules.
40. Notarial Acknowledgment
Contains the jurat or acknowledgment section to be completed by the Notary Public, including commission details, document number, page number, and book number.
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PhilippinesCompliance Legislation
Your AI Generated Deed of Sale of Business will be checked for compliance against the following legislation and regulations:
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Governs general contract principles, including the formation, validity, and obligations under contracts such as business sale agreements (treated as contracts of sale under Articles 1305-1422).
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Regulates the sale or transfer of shares in corporations, including requirements for board approval and shareholder agreements in business sales involving corporate entities.
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Applies to business sales involving banking institutions, requiring regulatory approval from the Bangko Sentral ng Pilipinas (BSP) for transfers of significant ownership or assets.
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Oversees the sale of securities in business transactions, mandating disclosure and registration with the Securities and Exchange Commission (SEC) for public or significant share transfers.
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Prohibits aliens from owning or controlling certain businesses; relevant for business sales to ensure compliance with nationality restrictions in sale agreements.
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Requires protection of personal data in business sales involving customer or employee information transfers, with obligations under the National Privacy Commission.
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Governs the transfer of intellectual property rights (e.g., trademarks, patents) in business sale agreements, requiring proper assignment and registration with the Intellectual Property Office.
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Imposes taxes on business sales, including capital gains tax on asset transfers and value-added tax (VAT) implications for the transaction.
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Regulates foreign participation in business acquisitions or sales, listing industries open or restricted to foreigners via the Foreign Investment Negative List.
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Requires notification to the Philippine Competition Commission for mergers or acquisitions exceeding thresholds to prevent anti-competitive practices in business sales.
What is a Deed of Sale of Business?
A Deed of Sale is a legal document used in the Philippines to formalize the sale and purchase of a business. It serves as a vital record of the transaction between the seller and the buyer, detailing critical information such as the sale amount, business details, buyer and seller information, and any conditions for the sale. Our AI-driven platform creates custom Filipino Deeds of Sale, ensuring accuracy and compliance with local legal standards while saving you time and effort.
Deed of Sale of Business FAQs
A Deed of Sale of Business, also known as a Business Sale Agreement, is a legal document that outlines the terms and conditions for transferring ownership of a business entity from the seller to the buyer in the Philippines. It covers assets, liabilities, and obligations to ensure a smooth transaction under Philippine law.
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Docaro is an AI-powered legal document generator that helps you create fully formatted, legally sound contracts and agreements in minutes. Just answer a few guided questions and download your document instantly.
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