Asset Purchase Agreement Philippines
Foreign lawyers may also be mandated when the transaction covers legal issues and cross-border assets or parties. In the case of a merger or acquisition involving highly technical or highly regulated sectors, technical or sectoral experts as well as environmental experts are usually appointed. In the case of the acquisition of assets, a sale comes within the scope of the Mass Sale Act when it is a sale of all or most of the whole of the business or activity or the facilities and equipment used in the operation. The seller must meet certain regulatory requirements; If this is not the case, the sale is considered fraudulent and not aeigée. A seller is responsible for misleading statements about fraud – insidious words or statements that led the buyer to accept such a transaction on the basis of such statements. Responsibility for fraud cannot be dropped by agreement between the parties, as these provisions are contrary to public order under Philippine law. Under Philippine civil law, parties are generally not responsible for misleading statements that do not sow fraud or affect the reciprocity of a contract. False representations made in good faith are not questionable. For example, non-disclosure of facts is generally not questionable in itself, unless the obligation to disclose such facts is mandatory. The usual exaggerations in the trade are also not fraudulent in themselves when the other party (the buyer) has had the opportunity to know the facts. In the case of an outright acquisition of assets, the buyer is only interested in the assets of the company. the assignee is therefore not liable for the assignor`s liabilities, unless this is expressly agreed. However, the situation is different for a transfer between the company and the company, where the buyer`s interest goes beyond the assets of the company.
This is a type of asset acquisition, which is the transfer of all or, essentially, all of the company`s assets, but believes that the buyer is held liable for the existing liabilities of the adherer. During such a transfer, it is necessary to obtain a “yes” vote from the shareholders representing two-thirds of the stake. Notification to CCP can also be considered “consent” for the completion of M&A transactions. Parties to a covered merger or acquisition are required to inform PCCs prior to the conclusion of definitive agreements relating to the transaction. The CCP has the authority to prohibit the implementation of the agreement if it is a prohibited or anti-competitive agreement within the meaning of the law. The normal acquisition of real estate assets is subject to stamp duty. In the case of tax-exempt stock exchanges, no stamp duty is due on the deed of transfer of the immovable property. However, shares issued in exchange for the property are subject to stamp duty when it is an initial issue of shares.
Under the TRAIN Act, from 1 January 2018, stamp duty on the initial issue of shares in PHP2 (from PHP1) will apply to any PHP200 or part of the nominal value of the shares. All transfers of personal property are exempt from stamp duty….