Acquisition Agreement Template for Germany

An Acquisition Agreement is a legally binding contract that details how one company buys another company or specific business assets. Under German law, these agreements must follow strict rules set out in the German Civil Code (BGB) and the German Commercial Code (HGB), especially regarding share transfers and corporate ownership changes.

The agreement spells out crucial details like purchase price, payment terms, and what's being bought - from company shares to specific assets. It also includes key German legal requirements like workers' council consultations and merger control clearances. Most German Acquisition Agreements include warranties about the company's condition, tax provisions, and detailed rules about who bears which risks during the transfer process.

Use an Acquisition Agreement when your company plans to buy another business, merge operations, or acquire specific assets in Germany. This legal framework becomes essential during major transactions like buying a competitor's manufacturing facility, acquiring a tech startup's intellectual property, or purchasing shares in an established German GmbH.

The agreement proves particularly valuable when dealing with complex transfers that need careful documentation under German law - like cases involving multiple shareholders, international buyers, or regulated industries. It helps navigate mandatory requirements such as workers' council approvals, competition law clearances, and tax implications while protecting both parties through clear terms and warranties.

• Business Acquisition Letter Of Intent: Initial document outlining key terms and conditions before formal negotiations begin
• Company Acquisition Agreement: Comprehensive agreement for complete company purchases, including shares and assets
• Real Estate Purchase Letter Of Intent: Specialized version focusing on property acquisitions and related assets
• Acquisition Confidentiality Agreement: Protects sensitive information during due diligence and negotiations
• Company Acquisition Contract: Detailed contract version with specific performance obligations and German regulatory compliance measures

• Corporate Buyers: German companies or international firms seeking to acquire businesses, including GmbHs, AGs, and their management boards who lead acquisition strategies
• Legal Counsel: Both in-house and external attorneys who draft, review, and negotiate Acquisition Agreements under German law
• Target Companies: Business owners, shareholders, and management teams selling their companies or assets
• Financial Advisors: Investment bankers and tax consultants who structure deals and ensure financial compliance
• Regulatory Bodies: German competition authorities, workers' councils, and industry-specific regulators who must approve certain transactions

• Basic Information: Gather complete details of both parties, including legal business names, registration numbers, and authorized representatives
• Transaction Scope: Define exactly what's being acquired - shares, assets, intellectual property, or entire business operations
• Due Diligence: Collect financial statements, contracts, employee information, and regulatory permits
• Purchase Terms: Document the agreed price, payment structure, and any earn-out conditions
• Regulatory Requirements: Check German merger control thresholds and workers' council consultation needs
• Final Review: Use our platform to generate a compliant draft, ensuring all mandatory German legal elements are included

• Party Details: Full legal names, registration numbers, and authorized representatives of buyer and seller under German law
• Transaction Structure: Clear description of shares or assets being transferred, including precise ownership details
• Purchase Price: Payment terms, adjustment mechanisms, and escrow arrangements in compliance with BGB requirements
• Warranties: Standard German legal guarantees about company condition, assets, and liabilities
• Regulatory Compliance: Merger control provisions and workers' council consultation requirements
• Closing Conditions: Required approvals, documentation, and timing for transfer completion
• Governing Law: Explicit reference to German law and jurisdiction for dispute resolution

A key distinction exists between an Acquisition Agreement and a Business Purchase Agreement. While both deal with business transfers, they serve different purposes under German law and require careful consideration to choose the right one.

• Scope and Complexity: Acquisition Agreements typically cover more comprehensive corporate transactions, including share transfers, employee transitions, and complex regulatory requirements. Business Purchase Agreements focus mainly on asset transfers and operational elements.
• Legal Structure: Acquisition Agreements often involve share transfers and corporate restructuring under German Stock Corporation Act, while Business Purchase Agreements primarily deal with asset purchases under the German Civil Code.
• Regulatory Requirements: Acquisition Agreements usually trigger merger control reviews and workers' council consultations. Business Purchase Agreements may avoid these requirements when dealing with asset-only transfers.
• Documentation Depth: Acquisition Agreements include extensive warranties, representations, and post-closing obligations. Business Purchase Agreements typically have simpler terms focused on specific assets and immediate transfer concerns.