Sale Leaseback Agreement for Germany

Sale Leaseback Agreement Template for Germany

A Sale Leaseback Agreement under German law is a complex transaction document that combines elements of both a property sale agreement and a commercial lease. The agreement facilitates the sale of a property from its current owner to a buyer, with the simultaneous arrangement for the seller to lease back and continue using the property. The document must comply with German civil law requirements, including mandatory notarization under the Beurkundungsgesetz, registration requirements under the Grundbuchordnung, and specific provisions of the Bürgerliches Gesetzbuch (BGB) governing both sale and lease aspects. It includes detailed provisions for property transfer, lease terms, maintenance obligations, and tax implications under German law.

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What is a Sale Leaseback Agreement?

A Sale Leaseback Agreement is a strategic financial instrument used when a property owner wishes to unlock capital tied up in real estate while maintaining operational use of the property. This document type is particularly relevant in the German market where strict property law requirements and specific tax implications must be carefully addressed. The agreement serves multiple purposes: it enables the seller to improve their balance sheet and liquidity while retaining use of essential operational assets, and provides the buyer with a stable investment with a pre-committed tenant. The document must comply with German notarization requirements and property registration laws, and typically includes comprehensive provisions covering both the sale transaction and the subsequent lease arrangement. Sale Leaseback Agreements are commonly used in corporate restructuring, expansion financing, or strategic real estate portfolio management, and must carefully balance the interests of both parties while ensuring compliance with German commercial, property, and tax laws.

What sections should be included in a Sale Leaseback Agreement?

1. Parties: Identification of the seller-lessee and buyer-lessor, including full legal names, registration details, and addresses

2. Background: Context of the transaction, including property description, purpose of sale-leaseback, and current ownership status

3. Definitions: Key terms used throughout the agreement, including Property, Completion Date, Lease Term, and Rent

4. Sale Provisions: Terms of the property sale, including purchase price, payment terms, and transfer of title

5. Property Transfer: Specific provisions regarding the transfer of ownership, including notarization requirements and land register registration

6. Leaseback Terms: Core lease provisions including term, rent, payment schedules, and use of property

7. Maintenance and Repairs: Responsibilities for property maintenance, repairs, and improvements

8. Insurance and Risk: Insurance requirements and allocation of risk between parties

9. Warranties and Representations: Warranties regarding property condition, title, and authority to enter into agreement

10. Tax Provisions: Treatment of real estate transfer tax, VAT, and other applicable taxes

11. Termination: Circumstances and procedures for early termination of the lease

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

13. Execution: Signature blocks and notarization requirements

What sections are optional to include in a Sale Leaseback Agreement?

1. Purchase Option: Optional provisions allowing the seller-lessee to repurchase the property under specified conditions

2. Environmental Provisions: Specific provisions regarding environmental compliance and responsibilities, relevant for industrial properties

3. Subletting Rights: Terms governing the seller-lessee's right to sublease the property, if permitted

4. Asset Management: Provisions for property management services if agreed between parties

5. Force Majeure: Provisions dealing with extraordinary circumstances affecting property use or obligations

6. Expansion Rights: Rights of the seller-lessee to expand or modify the property, relevant for commercial properties

What schedules should be included in a Sale Leaseback Agreement?

1. Property Description: Detailed description of the property including land register details, boundaries, and included fixtures

2. Purchase Price and Payment Terms: Detailed breakdown of purchase price, payment schedule, and payment mechanics

3. Rent Schedule: Detailed rent payment schedule, including any periodic increases

4. Condition Report: Current condition of the property documented at time of sale

5. Permitted Use: Detailed description of permitted uses of the property under the lease

6. Service Charges: Breakdown of service charges and operating costs allocation

7. Insurance Requirements: Detailed insurance specifications and minimum coverage requirements

8. Form of Transfer Deed: Template for the property transfer deed requiring notarization

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

Sales Agreement

Sector

Sales

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Real Estate

Manufacturing

Retail

Logistics

Healthcare

Hospitality

Industrial

Office

Banking and Financial Services

Energy and Utilities

Technology

Relevant Teams

Legal

Finance

Real Estate

Tax

Treasury

Operations

Facilities Management

Risk Management

Corporate Development

Investment

Relevant Roles

Chief Financial Officer

Real Estate Director

Property Manager

Legal Counsel

Tax Director

Finance Manager

Asset Manager

Investment Manager

Treasury Manager

Facilities Manager

Operations Director

Risk Manager

Corporate Development Manager

Real Estate Investment 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

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