Share Purchase Agreement Template Luxembourg

The parties are free to have the notarial deed established by the notary of their choice (regardless of location). If the notary`s name has not been determined by mutual agreement, it is generally up to the party who bears the notarial fees to seek the services of the notary of his choice. The same is not true for agreements that do not contain a suspensive clause. In this case, a 7% deposit fee is charged to the person who submitted the agreed sale price agreement. The preparation and signing of a sales contract is subject to two conditions: however, in practice, many sales contracts are not registered. The non-registration of an agreement does not affect its validity between the parties. However, registration makes the contract enforceable to third parties from the date of registration, which allows the purchaser to argue the agreement against a third-party buyer to whom the seller could have sold the building in violation of the contract. However, signing a sales contract is not mandatory. The seller and buyer could very well go to the notary without having signed a sales contract beforehand. However, the buyer may lose his option to purchase. As a general rule, income from real estate is taxed in the location of the real estate estate. On the other hand, profits from the sale of real estate assets held through a foreign company are taxed in the seller`s country of residence under the normal rules of double taxation agreements (to be considered on a case-by-case basis). Therefore, failure to comply with a sales contract could result in legal action against the party whose non-compliance prevented the parties from entering the notarized sales statement.

The condition/clause is called a “suspended” condition/clause because it outlines the effects of the contract until the buyer obtains the bank loan. In the event of a dispute, the courts will attempt to determine whether the purchaser applied the clause in good faith and with due diligence. Therefore, in the event of experience, it is up to the buyer to prove that he has in fact applied for a loan from at least one bank, that the application was filed in a timely manner to allow the bank to decide whether the loan requested is granted and that the buyer has informed the seller of the bank`s approval or refusal within the time frame provided by the agreement. Since the Luxembourg civil code provides that a true owner acquires a right of ownership by simple occupation without interruption for 30 years, a buyer should ask a notary in difficulty to check the title during this period and guarantee the ownership of the seller. The Luxembourg law on registration obligations expressly stipulates that the shares are transferred to a Luxembourg company without a requirement for proportionate registration. However, the transfer of shares in a Luxembourg real estate company is subject to a registration requirement of 6%. Can a seller be held responsible for pre-contract or misleading statements? Can such liability be excluded by an agreement between the parties? Do transfer taxes have to be paid on the transfer of shares in a company, a company or assets? If so, what is the rate of such a transfer tax and which party generally supports it? Since this is a real contract, a sales contract signed by both parties is final and binding.

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