Selling A Business Contract for Germany

Selling A Business Contract Template for Germany

A comprehensive legal agreement governed by German law that documents the terms and conditions for the sale and purchase of a business, whether through asset or share transfer. The document addresses crucial elements including purchase price, warranties, employee transfers, tax implications, and regulatory compliance under German legislation, particularly the Civil Code (BGB) and Commercial Code (HGB). It incorporates necessary provisions for business transfer regulations, including employee rights protection under §613a BGB, data protection requirements under BDSG, and where applicable, merger control provisions under GWB.

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
Selling A Business Contract

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 Selling A Business Contract?

The Selling A Business Contract is a crucial document used when transferring ownership of a business entity in Germany, whether through an asset or share sale. It serves as the primary agreement governing all aspects of the transaction, from purchase price and payment terms to warranties and post-closing obligations. This document must comply with German legal requirements, including the Civil Code (BGB), Commercial Code (HGB), and various regulatory frameworks such as employment law, data protection, and competition law. The contract typically includes detailed provisions about asset transfers, employee rights, tax implications, and necessary regulatory approvals. It's essential for both parties to ensure all German-specific legal requirements are met, particularly regarding notarization requirements, employee transfer regulations, and tax considerations. The document should be drafted with careful attention to German legal terminology and concepts, often requiring involvement of local legal experts.

What sections should be included in a Selling A Business Contract?

1. Parties: Identification of seller(s) and buyer(s) with full legal details

2. Background: Context of the transaction, including brief description of the business and purpose of the agreement

3. Definitions: Defined terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including what is being sold (assets or shares)

5. Purchase Price: Price, payment terms, adjustments, and escrow arrangements

6. Closing Conditions: Prerequisites for completion of the transaction

7. Pre-Closing Obligations: Parties' obligations between signing and closing

8. Closing: Mechanics of completion, including documents to be delivered

9. Seller's Warranties: Representations and warranties regarding the business

10. Buyer's Warranties: Basic representations from the buyer, including authority to enter into the transaction

11. Indemnification: Rights and procedures for seeking compensation for breaches

12. Employee Matters: Treatment of employees and related liabilities

13. Tax Matters: Tax-related provisions and allocations of liability

14. Confidentiality: Obligations regarding transaction and business information

15. Governing Law and Jurisdiction: Choice of German law and dispute resolution provisions

16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Selling A Business Contract?

1. Real Estate: Required if business premises are owned rather than leased

2. Intellectual Property: Detailed provisions needed if IP is a significant business asset

3. Environmental Matters: Required for businesses with environmental risks or compliance obligations

4. Pension Arrangements: Needed if the business has pension schemes or obligations

5. Post-Closing Covenants: Including non-compete provisions and transition services

6. Earn-out Provisions: Required if part of purchase price is contingent on future performance

7. Bank Financing: Needed if transaction involves external financing arrangements

8. Competition Law Compliance: Required for larger transactions subject to merger control

9. Data Protection: Detailed provisions if business involves significant personal data processing

What schedules should be included in a Selling A Business Contract?

1. Business Assets Schedule: Detailed list of all assets included in the sale

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

3. Real Estate Schedule: Details of owned and leased properties

4. Intellectual Property Schedule: List of patents, trademarks, and other IP rights

5. Material Contracts Schedule: Key business agreements being transferred

6. Employee Schedule: List of employees with key terms of employment

7. Financial Statements: Recent financial statements of the business

8. Disclosed Matters: Exceptions to warranties and known issues

9. Required Consents: Third-party approvals needed for the transaction

10. Encumbrances Schedule: List of existing liens, charges, and encumbrances

11. Closing Deliverables: Detailed list of documents required at closing

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

Manufacturing

Technology

Retail

Professional Services

Healthcare

Hospitality

Construction

Real Estate

Automotive

Energy

Agriculture

Transportation

Financial Services

Media and Entertainment

Education

Industrial Services

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Human Resources

Tax

Compliance

Risk Management

Operations

Business Development

Strategy

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Business Owner

Corporate Lawyer

Legal Counsel

M&A Director

Business Development Manager

Tax Director

Finance Director

Human Resources Director

Operations Director

Company Secretary

Risk Manager

Compliance Officer

Integration 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

Unconditional Contract Of Sale

A German law-governed sales agreement for the unconditional transfer of ownership of goods or property from seller to buyer, structured according to BGB requirements.

find out more

Pet Sale Contract

A German law-compliant contract for the sale and purchase of pets, incorporating animal welfare regulations and ownership transfer requirements.

find out more

Selling A Business Contract

A German law-governed agreement documenting the sale and purchase of a business, including essential terms, conditions, and regulatory compliance requirements.

find out more

Definitive Purchase Agreement

A German law-governed agreement that finalizes the terms and conditions for the purchase and sale of a business, assets, or shares, compliant with BGB and HGB requirements.

find out more

Co Sale Agreement

A German law-governed agreement establishing tag-along rights for minority shareholders when majority shareholders sell their shares, ensuring fair treatment and compliance with German corporate law.

find out more

Sales Exclusivity Agreement

A German law-governed agreement establishing exclusive sales rights between a supplier and distributor, ensuring compliance with German and EU competition regulations.

find out more

Used Car Sale Contract

A German law-compliant contract for the sale and purchase of used vehicles, incorporating essential requirements from German Civil Code and automotive regulations.

find out more

Vessel Purchase And Sale Agreement

A German law-governed agreement for the sale and purchase of a marine vessel, incorporating German maritime commerce provisions and international maritime regulations.

find out more

Simple Land Sale Contract

A notarized contract under German law for the sale and transfer of real property ownership, requiring registration in the German Land Registry (Grundbuch).

find out more

Private Sale Real Estate Contract

A notarized contract under German law for the private sale and purchase of real estate property, facilitating legal transfer of ownership between parties.

find out more

Mou Sales Agreement

A non-binding framework document under German law that outlines intended sales arrangements and key commercial terms between parties, serving as a precursor to a definitive sales agreement.

find out more

Conditional Sale And Purchase Agreement

A German law-governed agreement for conditional sale and purchase transactions, establishing terms and conditions for asset or business transfers subject to specific prerequisites.

find out more

Registered Agreement For Sale Of Property

A German law-governed agreement for real property transfer, requiring notarization and registration in the German Land Register (Grundbuch).

find out more

Motor Vehicle Retail Installment Sales Contract

A German law-governed contract for the sale of motor vehicles through installment payments, incorporating consumer protection and financial regulations.

find out more

Private Token Sale Agreement

A German law-governed agreement for the private sale of digital tokens, ensuring compliance with German financial regulations and BaFin requirements.

find out more

Used Vehicle Sale Agreement

A German law-compliant agreement for the sale and purchase of a used vehicle, covering ownership transfer and essential sale terms.

find out more

Real Estate Sales Contract Form

A German law-governed contract template for real estate sales transactions, requiring notarization and compliance with German property transfer regulations.

find out more

Sale Agreement For Bike

A German law-governed agreement for the sale and purchase of bicycles, suitable for both private and commercial transactions.

find out more

Sale With Buyback Agreement

German law-governed agreement for asset sale with repurchase rights, structured under BGB provisions for temporary ownership transfer.

find out more

Flat Purchase Agreement

A German law-governed agreement for the purchase and sale of a residential flat, requiring notarization and compliance with German property regulations.

find out more

Sale Of Medical Practice Agreement

A German law-governed agreement for the sale and transfer of a medical practice, including assets, patient records, and regulatory compliance requirements.

find out more

Retail Installment Sales Contract

A German law-governed contract for retail goods purchased through installment payments, incorporating consumer protection requirements and installment sale regulations under the BGB.

find out more

For Sale By Owner Land Contract

A notarized contract under German law for direct property sales between private parties without real estate agent involvement.

find out more

Sale Purchase Form

German law-compliant sale purchase agreement template for transferring ownership of goods or assets, structured according to BGB requirements.

find out more

Export Sales Contract

German law-governed contract establishing terms for international sale and export of goods, incorporating domestic commercial law and EU export regulations.

find out more

Horse Sale Contract

A German law-governed contract for the sale and transfer of ownership of a horse, incorporating specific requirements under German animal sales legislation and BGB provisions.

find out more

Registered Agreement For Sale

A notarized property sale agreement under German law that establishes terms for real estate transfer and registration in the German land registry (Grundbuch).

find out more

Simple Real Estate Purchase Contract

A notarized contract under German law for the purchase and sale of real estate property, including essential terms and conditions for property transfer.

find out more

Sub Sale Agreement

A German law-governed agreement managing chain sales transactions through intermediaries, establishing rights and obligations between original seller, intermediary, and end buyer.

find out more

Assignment Of Real Estate Purchase And Sale Agreement

A German law-governed agreement transferring rights and obligations under an existing real estate purchase contract from original purchaser to new purchaser, requiring notarization.

find out more

Camper Purchase Agreement

A German law-governed agreement for the sale and purchase of a camper vehicle, detailing terms, specifications, and ownership transfer conditions.

find out more

Sales Manager Employment Contract

German law-compliant employment contract for sales management positions, covering compensation, targets, and employment terms.

find out more

Legal Real Estate Contract

A notarized contract under German law for the legal transfer of real estate ownership, complying with BGB requirements and German property regulations.

find out more

Letter Of Sale Agreement

A German law-governed agreement documenting the terms and conditions of a sale transaction between parties, compliant with German Civil Code requirements.

find out more

Bill Of Sale Agreement For Car

A German law-compliant agreement documenting the sale and transfer of ownership of a motor vehicle between parties.

find out more

As Is Car Sale Agreement

A German-law governed vehicle sale agreement for "as is" transactions, limiting seller warranties while maintaining compliance with German legal requirements.

find out more

Retail Installment Agreement

A German law-governed agreement for consumer purchases with installment payments, compliant with BGB and EU consumer protection requirements.

find out more

Personal Property Sales Contract

A German law-governed contract for the sale of movable property, compliant with BGB requirements and including essential sale terms and warranty provisions.

find out more

Guaranteed Sale Agreement

A German law-governed agreement that guarantees specific terms and conditions for a sale transaction, ensuring price or completion certainty under German legal framework.

find out more

Business Sale Confidentiality Agreement

German law-governed confidentiality agreement for protecting sensitive information during business sale processes, compliant with GeschGehG and EU regulations.

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