Business Transfer Agreement for Germany

Business Transfer Agreement Template for Germany

A comprehensive legal document governed by German law that facilitates the transfer of a business or business unit from one entity to another. This agreement covers all aspects of the transaction including asset transfer, employee transitions (under Section 613a BGB), liabilities, warranties, and operational continuity. It ensures compliance with German corporate law, employment regulations, data protection requirements, and competition laws while establishing the terms and conditions for the business transfer, including purchase price, payment terms, and post-completion obligations.

Your data doesn't train Genie's AI

You keep IP ownership of your information

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Download a Standard Template

4.6 / 5
4.8 / 5
Access for free
OR

Alternatively: Run an advanced review of an existing
Business Transfer Agreement

Let Genie AI's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
Upload your Doc

What is a Business Transfer Agreement?

The Business Transfer Agreement is a crucial document used in German business acquisitions when one entity wishes to transfer its business operations to another. This agreement is particularly significant under German law due to specific legal requirements, especially regarding employee transfers under Section 613a BGB and strict data protection regulations. It is commonly used in various scenarios including corporate restructuring, business unit divestitures, and strategic acquisitions. The document must address numerous aspects including asset transfer, employee rights, liability allocation, warranties, and regulatory compliance, while ensuring adherence to German corporate, employment, tax, and competition laws. The agreement's structure and content are influenced by German legal requirements and business practices, making it distinct from similar agreements in other jurisdictions.

What sections should be included in a Business Transfer Agreement?

1. Parties: Identification of the transferor and transferee, including full legal names and registration details

2. Background: Context of the transaction, description of the business being transferred, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including the assets, business and liabilities being transferred

5. Purchase Price: Purchase price, payment terms, adjustments, and calculation mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business conduct requirements

8. Completion: Mechanics of completion, including timing, location, and actions required

9. Employee Matters: Provisions regarding the transfer of employees under Section 613a BGB and related obligations

10. Warranties: Seller's warranties regarding the business, assets, and liabilities being transferred

11. Tax Matters: Tax-related provisions, including allocations, indemnities, and VAT treatment

12. Confidentiality and Announcements: Obligations regarding confidential information and public communications

13. Post-Completion Obligations: Ongoing obligations after completion, including transition services if applicable

14. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

What sections are optional to include in a Business Transfer Agreement?

1. Non-Competition: Restrictions on seller's competing activities - include when seller could potentially compete post-transfer

2. Intellectual Property Rights: Specific provisions for IP transfers - include when significant IP assets are involved

3. Real Estate: Specific provisions for property transfers - include when real estate is a significant part of the transfer

4. Data Protection: Detailed GDPR compliance provisions - include when significant personal data is involved

5. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks

6. Transition Services: Terms for post-completion services - include when seller will provide support post-completion

7. Works Council Provisions: Specific provisions regarding works council involvement - include when works council exists

8. Bank Guarantees: Requirements for bank guarantees - include when payment security is required

What schedules should be included in a Business Transfer Agreement?

1. Business Assets: Detailed list of all tangible and intangible assets being transferred

2. Excluded Assets: List of assets explicitly excluded from the transfer

3. Employees: List of transferring employees and their key employment terms

4. Material Contracts: List of key contracts being transferred

5. Properties: Details of any real estate included in the transfer

6. Intellectual Property: Schedule of IP rights being transferred

7. Warranties: Detailed warranties given by the seller

8. Completion Obligations: Detailed list of documents and actions required at completion

9. Form of Transfer Documents: Templates of various transfer documents required at completion

10. Purchase Price Adjustment: Detailed mechanics for any purchase price adjustments

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Germany

Publisher

Genie AI

Document Type

Service Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Retail

Technology

Professional Services

Healthcare

Real Estate

Construction

Hospitality

Automotive

Energy

Financial Services

Telecommunications

Media and Entertainment

Transportation and Logistics

Industrial Services

Relevant Teams

Legal

Finance

Human Resources

Tax

Operations

Compliance

Risk Management

Business Development

Mergers & Acquisitions

Corporate Development

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Head of Legal

Corporate Lawyer

M&A Director

Business Development Director

HR Director

Finance Director

Tax Director

Operations Director

Integration Manager

Due Diligence Manager

Compliance Officer

Risk Manager

Commercial Director

Industries
German Civil Code (Bürgerliches Gesetzbuch - BGB): Contains fundamental principles of contract law, including formation, performance, and termination of contracts, as well as general provisions on sales and transfers of assets
German Commercial Code (Handelsgesetzbuch - HGB): Governs commercial transactions and business relationships between merchants, including provisions on business transfers and commercial register requirements
Section 613a of the German Civil Code: Specific provision governing the transfer of employment relationships in case of business transfers, ensuring automatic transfer of employment relationships and protection of employees
German Act Against Unfair Competition (Gesetz gegen den unlauteren Wettbewerb - UWG): Regulates competition law aspects of business transfers and prevents unfair competitive practices
German Act Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen - GWB): Covers merger control and antitrust aspects of business transfers, including notification requirements for larger transactions
General Data Protection Regulation (GDPR) and German Federal Data Protection Act (Bundesdatenschutzgesetz - BDSG): Govern the transfer of personal data in business transfers and ensure compliance with data protection requirements
German Corporate Income Tax Act (Körperschaftsteuergesetz - KStG): Regulates tax implications of business transfers for corporations
German Value Added Tax Act (Umsatzsteuergesetz - UStG): Governs VAT aspects of business transfers and potential VAT exemptions
German Real Estate Transfer Tax Act (Grunderwerbsteuergesetz - GrEStG): Applies to transfers of real estate as part of business transfers
Works Constitution Act (Betriebsverfassungsgesetz - BetrVG): Regulates involvement of works councils in business transfers and required information/consultation procedures
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Intercompany Services Agreement

German law-governed agreement regulating service provision between related group companies, ensuring regulatory compliance and clear operational framework.

Download

Notarial Contract

A formally authenticated legal document prepared and executed by a German notary, complying with German civil law requirements.

Download

Commercial Plowing Contract

German law-governed agreement for professional snow removal and winter maintenance services, establishing service terms, liability, and compliance requirements.

Download

Security Contract

German law-governed security services agreement compliant with §34a GewO, establishing terms for professional security service provision.

Download

Demolition Contract

German law-governed contract for demolition works, incorporating local construction, safety, and environmental requirements.

Download

Catering Agreement

A German law-governed agreement establishing terms and conditions for professional catering services, including food preparation, service standards, and regulatory compliance.

Download

Renovation Contract

A German law-governed contract establishing terms and conditions for property renovation works, including scope, payments, and responsibilities.

Download

Remodeling Contract

German law-governed contract for property remodeling works, setting out terms between contractor and property owner under BGB provisions.

Download

Service Of Work Contract

A German law-governed contract (Werkvertrag) for the delivery of specific work results or outcomes, regulated under the German Civil Code.

Download

Loan Agreement Document

A German law-governed agreement establishing terms for providing and repaying a loan, compliant with BGB requirements and German banking regulations.

Download

Real Estate Purchase Contract

A notarized contract under German law facilitating the legal transfer of real estate ownership between parties, requiring specific formalities and land registry registration.

Download

Company Contract Agreement

A German law-governed agreement establishing and regulating business relationships between companies, ensuring compliance with German corporate and commercial laws.

Download

Web Design Contract

A German law-governed agreement between a web designer and client for website development services, including project scope, deliverables, and compliance requirements.

Download

Business Transfer Agreement

A German law-governed agreement for the comprehensive transfer of a business or business unit, including assets, employees, and operational elements.

Download

Cleaning Contract

A German law-governed agreement establishing terms and conditions for professional cleaning services, including service scope, standards, and regulatory compliance.

Download

Snow Removal Contract

German law-compliant contract template for professional snow removal services, incorporating local safety regulations and liability requirements.

Download

Vendor Procurement Agreement

A German law-governed agreement establishing terms and conditions for procurement of goods/services between an organization and its vendor.

Download

Roofing Contract

A German law-governed contract for roofing works, incorporating BGB requirements and construction industry standards.

Download

Lawn Care Contract

A German law-governed agreement for professional lawn care services, compliant with BGB requirements and environmental regulations.

Download

Car Rental Agreement Between Friends

A German law-compliant agreement for temporary vehicle rental between friends, incorporating essential legal protections and responsibilities.

Download

Contract Management Plan

A strategic document outlining contract lifecycle management processes and compliance requirements under German law.

Download

Housekeeping Contract

A German law-governed employment agreement for household staff, detailing terms and conditions of domestic employment.

Download

Handyman Contract

A German law-governed contract for handyman services, setting out terms for maintenance, repair, or improvement work between contractor and client.

Download

Delivery Contract

A German law-governed agreement establishing terms and conditions for the supply and delivery of goods, structured according to German Civil and Commercial Code requirements.

Download

IT Support Contract

A German law-governed agreement establishing terms and conditions for IT support services, including service levels, data protection, and technical support obligations.

Download

Commercial Cleaning Contract

German law-compliant agreement for commercial cleaning services, establishing terms, conditions, and operational requirements for professional cleaning services.

Download

Landscaping Contract

A German law-governed contract establishing terms and conditions for landscaping services, compliant with BGB requirements.

Download

Cleaning Service Agreement

German law-governed agreement establishing terms and conditions for professional cleaning services, including service scope, standards, and regulatory compliance.

Download

Terms Of Business Agreement

German law-governed Terms of Business Agreement establishing core business relationship framework, compliant with BGB and EU regulations.

Download

Referral Commission Agreement

A German law-governed agreement establishing terms for business referrals and commission payments between a principal company and referral partner.

Download

Plumbing Contract

German law-compliant contract template for plumbing services and installations, incorporating BGB requirements and relevant DIN standards.

Download

Individual Consultant Agreement

A German law-governed agreement establishing terms and conditions between a company and an independent consultant, ensuring compliance with German independent contractor regulations.

Download

Maintenance Contract

A German law-governed agreement establishing terms and conditions for maintenance services, including service scope, standards, and obligations of both parties.

Download

HVAC Maintenance Contract

German law-governed agreement for HVAC system maintenance services, including routine maintenance, inspections, and emergency services.

Download

Subcontractor Agreement For Services

German law-governed agreement between contractor and subcontractor defining service provision terms, obligations, and compliance requirements.

Download

Terms Of Service Agreement

A German law-compliant Terms of Service Agreement governing service provider-user relationships, adhering to BGB, TMG, and EU regulations.

Download

Professional Services Contract

German law-governed agreement for professional services provision, compliant with BGB requirements and GDPR.

Download

Client Service Agreement

A German law-governed agreement establishing terms and conditions for professional service delivery between a service provider and client.

Download

Consulting Services Agreement

German law-governed agreement establishing terms for consulting services provision, incorporating BGB requirements and modern business needs.

Download

Directors Service Agreement

A German law-governed agreement establishing the terms and conditions of a director's appointment and service with a company, including rights, duties, and remuneration.

Download
See more related templates

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

We are ISO27001 certified, so your data is secure

Organizational security:

You retain IP ownership of your documents and their information

You have full control over your data and who gets to see it

2 Docs LeftAccess Now