Share And Asset Purchase Agreement Template for Germany

A Share And Asset Purchase Agreement (SAPA) represents one of the most complex transaction structures in German M&A practice, allowing you to acquire both company shares and specific assets in a coordinated transaction. This hybrid approach provides maximum flexibility when standard share deals or asset deals alone cannot achieve your business objectives or when regulatory, tax, or commercial considerations require a mixed structure.

When do you need this document?

You will require a Share And Asset Purchase Agreement when conducting corporate carve-outs where certain assets must be transferred separately from the target company, during group restructurings involving multiple entities, or when acquiring a business where some assets are held outside the target company structure. This document is particularly valuable in distressed acquisitions where asset cherry-picking is necessary, technology transactions requiring separate IP transfers, or when regulatory approvals mandate specific asset separation. German companies often use SAPAs in cross-border transactions where different jurisdictions govern various asset categories, or when tax optimization requires splitting the transaction between share and asset elements.

Key legal considerations

Your Share And Asset Purchase Agreement must carefully allocate purchase price between shares and assets to ensure proper tax treatment and compliance with transfer pricing regulations. You need comprehensive warranties covering both corporate matters (financial statements, legal compliance, material contracts) and asset-specific representations (title, condition, encumbrances). The agreement should include detailed closing conditions for both transaction elements, as some assets may require separate regulatory approvals or third-party consents. Employee transfer provisions must address German employment law requirements, particularly when assets involve dedicated workforce transfers. You should also consider post-closing integration mechanics, as combining share and asset elements may create operational complexities requiring careful coordination.

Legal requirements in Germany

German law imposes strict formalities on Share And Asset Purchase Agreements, particularly regarding share transfers which must comply with GmbH-Gesetz or Aktiengesetz depending on the target company structure. GmbH share transfers require notarial authentication, while certain asset transfers (especially real estate) mandate additional notarization under BGB provisions. The agreement must satisfy HGB commercial law requirements for business transactions and incorporate proper German language versions for enforceability. You must ensure compliance with German merger control thresholds if the combined transaction value exceeds statutory limits. The document should address German tax obligations, including trade tax implications and VAT considerations for asset transfers. Additionally, certain regulated assets may require specific regulatory notifications or approvals from German authorities, and employee consultation requirements under German codetermination law may apply when workforce transfers are involved.