Asset Purchase Agreement Template for Germany

An Asset Purchase Agreement is a legally binding contract where one company buys specific assets from another company in Germany, rather than purchasing the entire business. These assets can include equipment, inventory, real estate, customer contracts, or intellectual property rights protected under German commercial law.

Under German civil code (BGB), this agreement carefully outlines what's being sold, the purchase price, payment terms, and any warranties or liabilities. It differs from share deals by letting buyers choose specific assets and avoid taking on unwanted obligations - making it popular for targeted acquisitions in the German market, especially among Mittelstand companies.

An Asset Purchase Agreement makes the most sense when you need to buy specific parts of a German company without taking on its entire business structure and liabilities. It's particularly valuable when targeting only certain production facilities, patents, or customer contracts while leaving behind unwanted assets or risks.

This approach works well for expanding into new markets, acquiring specific technology, or rescuing valuable assets from struggling companies. German businesses often use these agreements during restructuring, when breaking up larger companies, or when Mittelstand firms want to grow strategically by cherry-picking valuable assets from competitors.

• Share And Asset Purchase Agreement: Combines asset and share purchases, useful for complex acquisitions where you need both specific assets and company ownership rights.
• Company Share Purchase Agreement: Focuses on complete ownership transfer through shares while including key asset provisions.
• Share Purchase And Transfer Agreement: Emphasizes detailed transfer mechanics under German law, particularly suitable for GmbH transactions.
• Share Sale Agreement: Streamlined version for straightforward share transfers, commonly used in smaller Mittelstand deals.

• Selling Companies: German businesses looking to divest specific assets, restructure operations, or raise capital through selective sales of equipment, property, or intellectual property.
• Acquiring Companies: Strategic buyers or investors seeking to expand operations by purchasing specific assets without assuming all company liabilities.
• Corporate Lawyers: Draft and negotiate the agreements, ensuring compliance with German commercial law and BGB requirements.
• Tax Advisors: Guide structure and timing of asset transfers to optimize tax implications under German tax law.
• Due Diligence Teams: Verify asset ownership, valuation, and potential risks before finalizing the purchase.

• Asset Inventory: Create detailed lists of all assets to be purchased, including exact descriptions, locations, and current market values.
• Due Diligence: Verify ownership rights, existing liens, and encumbrances on assets under German property law.
• Compliance Check: Review regulatory requirements, especially for real estate transfers or intellectual property rights.
• Financial Details: Determine purchase price, payment terms, and tax implications under German tax law.
• Transfer Mechanics: Outline specific handover procedures, including timing and responsibility for transfer costs.
• Documentation: Gather necessary certificates, permits, and maintenance records for each asset.

• Parties and Assets: Clear identification of buyer, seller, and detailed description of assets being transferred.
• Purchase Price: Precise amount, payment terms, and any adjustments under German commercial law.
• Transfer Provisions: Specific mechanics of asset transfer, including timing and documentation requirements.
• Warranties: Seller's guarantees about asset condition, ownership, and absence of third-party claims.
• Employee Matters: Treatment of employment contracts under German labor law (§613a BGB).
• Tax Provisions: Allocation of tax liabilities and VAT treatment.
• Governing Law: Explicit reference to German law and jurisdiction for dispute resolution.

An Asset Purchase Agreement differs significantly from a Share Purchase Agreement in German business transactions. While both facilitate company acquisitions, they serve distinct purposes and carry different legal implications under German law.

• Scope of Purchase: Asset Purchase Agreements target specific company assets (equipment, property, contracts), while Share Purchase Agreements transfer ownership of the entire company through stock acquisition.
• Liability Transfer: With asset purchases, buyers can select specific assets and avoid unwanted liabilities. Share purchases transfer all company obligations and risks to the new owner.
• Tax Implications: Asset deals often trigger immediate VAT obligations and property transfer taxes, while share deals may offer more favorable tax treatment under German tax law.
• Employee Rights: Asset purchases may trigger §613a BGB (automatic transfer of employment relationships), while share deals maintain existing employment structures unchanged.