Division Agreement for Germany

Division Agreement Template for Germany

A Division Agreement under German law (Spaltungsvertrag) is a formal legal document governed by the German Transformation Act (Umwandlungsgesetz) that facilitates the separation of a company's assets, liabilities, and operations into two or more entities. This comprehensive agreement details the transfer of business components, employee relationships, contractual obligations, and corporate structures, while ensuring compliance with German corporate, labor, and tax laws. It serves as the foundational document for corporate restructuring, establishing the terms and conditions for the division, including asset allocation, share distribution, and ongoing obligations between the separated entities.

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
Division 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 Division Agreement?

The Division Agreement (Spaltungsvertrag) is a crucial document in German corporate restructuring, used when a company needs to separate its operations, assets, and liabilities into two or more distinct entities. This can be implemented through various forms under the Umwandlungsgesetz, including split-ups (Aufspaltung), spin-offs (Abspaltung), or hive-downs (Ausgliederung). The agreement is essential for corporate reorganizations, strategic realignments, or preparation for partial sales or listings. It must comply with strict German legal requirements, including notarization, and typically requires shareholder approval and registration with the commercial register. The document comprehensively addresses asset transfer, employee transitions, tax implications, and ongoing obligations between the separated entities, making it fundamental for significant corporate transformations.

What sections should be included in a Division Agreement?

1. Parties: Identification of the transferring company and receiving company(ies), including full legal names, registration details, and addresses

2. Background: Context of the division, including company history, reason for division, and type of division (split-up, spin-off, or hive-down)

3. Definitions: Definitions of key terms used throughout the agreement

4. Division Structure: Detailed description of how the company will be divided, including the legal form of division under UmwG

5. Transfer of Assets and Liabilities: Comprehensive provisions regarding the transfer of assets, liabilities, and legal relationships

6. Consideration and Share Allocation: Details of any shares or other consideration to be issued in exchange for transferred assets

7. Effective Date: Specification of the economic effective date (Spaltungsstichtag) and closing conditions

8. Employee Matters: Provisions regarding the transfer of employees and their rights

9. Tax Provisions: Basic tax-related provisions and allocations of tax liabilities

10. Post-Division Obligations: Ongoing obligations and cooperation requirements between the parties

11. Warranties and Representations: Basic warranties regarding authority, ownership, and compliance

12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

What sections are optional to include in a Division Agreement?

1. Intellectual Property Rights: Detailed provisions for IP transfer and licensing - required when significant IP assets are involved

2. Real Estate: Specific provisions for real estate transfer - needed when property assets are being divided

3. Information Technology: IT systems separation and transition services - relevant for technology-dependent businesses

4. Competition Restrictions: Non-compete and territory allocation provisions - important for market-sensitive divisions

5. Pension Schemes: Specific provisions for pension obligations - required when pension schemes are affected

6. Transition Services: Provisions for temporary service arrangements between divided entities - needed for complex operational separations

7. Data Protection: Specific GDPR and data protection provisions - required when significant personal data processing is involved

8. Environmental Matters: Environmental liability allocation - necessary for industries with environmental impacts

What schedules should be included in a Division Agreement?

1. Asset Register: Detailed list of all assets being transferred, including physical assets, contracts, and intellectual property

2. Employee List: Complete list of transferring employees and their key employment terms

3. Contract Register: List of contracts being transferred or split between entities

4. Real Estate Schedule: Details of any real estate being transferred, including relevant permits and licenses

5. Financial Statements: Closing balance sheet and relevant financial statements

6. Tax Allocation Schedule: Detailed allocation of tax assets, liabilities, and responsibilities

7. Intellectual Property Register: Comprehensive list of IP rights and their allocation

8. Pension Obligations: Details of pension schemes and their division between entities

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

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Financial Services

Real Estate

Energy

Healthcare

Retail

Telecommunications

Industrial

Professional Services

Automotive

Chemical

Construction

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Strategy

Human Resources

Tax

Compliance

Risk Management

Treasury

Operations

Mergers & Acquisitions

Corporate Secretariat

Internal Audit

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Head of Corporate Development

Head of Strategy

Head of Tax

Head of HR

Head of Compliance

M&A Director

Corporate Restructuring Manager

Finance Director

Legal Director

Risk Manager

Treasury Manager

Industries
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

Trademark Infringement Settlement Agreement

A German law-governed agreement resolving trademark infringement disputes through mutually agreed settlement terms and conditions.

find out more

Employment Discrimination Settlement Agreement

A German law-governed agreement resolving employment discrimination claims between employer and employee, structured under the General Equal Treatment Act (AGG).

find out more

Debt Release Agreement

A German law-governed agreement (Erlassvertrag) where a creditor formally releases a debtor from their debt obligations, either partially or completely.

find out more

Court Settlement Agreement

A German court settlement agreement (gerichtlicher Vergleich) that formalizes a settlement reached during court proceedings, creating an enforceable title under German law.

find out more

Debt Settlement Contract

A German law agreement establishing terms for debt settlement between creditor and debtor under § 779 BGB.

find out more

Mutual Settlement Agreement

A German law-governed agreement (Vergleich) that documents the mutually agreed terms for settling disputes between parties, including releases and compensation terms.

find out more

Contract For Car Accident Payment

A German law-governed agreement establishing settlement terms and payment obligations following a vehicular accident.

find out more

Settlement Agreement Payment

A German law-governed agreement detailing settlement payment terms, conditions, and mutual releases to resolve disputes between parties.

find out more

Labor Settlement Agreement

A German law-compliant mutual agreement document that terminates an employment relationship, setting out termination terms, severance, and mutual obligations.

find out more

Tripartite Settlement Agreement

A German law-governed agreement that establishes settlement terms and mutual obligations between three parties, resolving disputes or complex transactions.

find out more

Mutual Divorce Settlement Agreement

A German law-governed agreement detailing divorce terms including property division, pension equalization, and maintenance arrangements between consenting spouses.

find out more

Monetary Settlement Agreement

A German law-governed agreement that formalizes monetary settlement terms between parties, including payment conditions and mutual releases.

find out more

Division Agreement

A German law-governed agreement that formally documents the separation of a company's assets, liabilities, and operations into multiple entities under the Umwandlungsgesetz.

find out more

Contract Settlement Agreement

A German law-governed agreement that formally resolves disputes between parties, detailing settlement terms and mutual obligations.

find out more

Compromise Agreement Payment

A German law-governed agreement documenting settlement terms and payment conditions for employment termination, including mandatory provisions under German employment law.

find out more

Binding Settlement Agreement

A German law settlement agreement that formally resolves disputes between parties, providing legally binding terms for dispute resolution and mutual obligations.

find out more

Mutual Consent Divorce Agreement

A German law-compliant agreement documenting mutually agreed terms of divorce between spouses, including asset division, pension adjustments, and maintenance arrangements.

find out more

Marriage Settlement Agreement

A notarized German law agreement (Ehevertrag) defining property rights and financial obligations between spouses during marriage and upon divorce.

find out more

Landlord Tenant Settlement Agreement

A German law-compliant settlement agreement between landlords and tenants for resolving tenancy disputes or terminating lease relationships under the BGB framework.

find out more

Inheritance Settlement Agreement

A German law-governed agreement that formally establishes the distribution of an inheritance among heirs, requiring notarization and compliance with German inheritance law.

find out more

Divorce Agreement

A legally binding agreement under German law that outlines all terms and conditions of a divorce settlement, including asset division, maintenance, and family arrangements.

find out more

Amicable Settlement Agreement

A German law-governed settlement agreement for resolving disputes through mutual concessions, regulated under BGB §779.

find out more

Small Claims Court Settlement Agreement

A German law settlement agreement for small claims court disputes (Amtsgericht) up to €5,000, documenting terms and creating an enforceable resolution between parties.

find out more

Marriage Agreement Settlement

A German-law governed marriage agreement (Ehevertrag) establishing property rights and financial obligations between spouses, requiring notarization.

find out more

Financial Agreement After Divorce

A notarized German law agreement establishing comprehensive financial arrangements between divorced spouses, including asset division, maintenance payments, and pension rights adjustments.

find out more

Reaffirmation Settlement Agreement

A German law agreement where a debtor formally reaffirms their commitment to pay a debt, typically in connection with insolvency proceedings.

find out more

Employee Settlement And Release Agreement

A German law-governed agreement that formalizes the mutual termination of employment, outlining separation terms and mutual releases between employer and employee.

find out more

Mutual Consent Divorce Settlement Agreement

A German law-compliant agreement documenting the terms and conditions of a mutual consent divorce, including property division and mandatory pension rights equalization.

find out more

Amended Marital Settlement Agreement

A German law-governed amendment to an existing marital settlement agreement, modifying terms related to property, financial obligations, or personal arrangements between spouses.

find out more

Post Divorce Settlement Agreement

A German law-governed agreement that finalizes financial and property arrangements between divorced spouses, establishing their post-divorce rights and obligations.

find out more

Divorce House Buyout Agreement

German law agreement for transferring matrimonial property ownership between divorcing spouses, including purchase terms and legal requirements for property transfer.

find out more

Confidential Settlement Agreement And Release

A German law settlement agreement that resolves disputes confidentially while providing mutual releases and ensuring compliance with German civil law and data protection requirements.

find out more

Severance Settlement Agreement

A German law-governed Severance Settlement Agreement (Aufhebungsvertrag) documenting mutual termination of employment and associated compensation terms.

find out more

Release Of Marital Agreement

A German law-governed agreement between spouses to mutually release marital rights and claims, requiring notarization and compliance with the BGB.

find out more

Settlement Agreement Between Employee And Employer

A German law-governed agreement that formally documents the mutual termination of employment, including severance terms and mutual releases between employer and employee.

find out more

Lien Settlement Agreement

A German law agreement outlining terms for settling and releasing a lien (Pfandrecht), including payment terms and release procedures.

find out more

Marital Property Settlement Agreement

A German law-governed agreement establishing property division between spouses, requiring notarization and compliance with the German Civil Code (BGB).

find out more

General Mutual Release

A German law-governed agreement where parties mutually release each other from all claims and obligations under German Civil Code provisions.

find out more

Full And Final Release Agreement

A German law-governed agreement that provides for the complete and final settlement of all claims between parties, ensuring legal finality under the German Civil Code.

find out more

Consultant Settlement Agreement

A German law-governed agreement that formalizes the termination of a consultancy relationship, settling all outstanding matters between the company and consultant.

find out more
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