The Share Purchase Agreement Between Shareholders is a crucial document used when existing shareholders of a company wish to transfer shares among themselves in Germany. This type of agreement is particularly common in private companies (GmbH) and stock corporations (AG) where shareholders seek to restructure their ownership positions. The document must comply with strict German legal requirements, including mandatory notarization in most cases. It addresses key aspects such as share valuation, payment terms, warranties, and specific German corporate law compliance measures. The agreement is essential for maintaining clear ownership records, ensuring legal certainty, and protecting all parties' interests while adhering to German corporate governance standards. It's particularly relevant in scenarios involving succession planning, strategic realignment, or dispute resolution between shareholders.
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1. Parties: Identification of the selling and purchasing shareholders, and the target company
2. Background (Recitals): Context of the transaction, current shareholding structure, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Sale and Purchase of Shares: Core transaction terms including identification of shares being sold
5. Purchase Price: Price, payment terms, and payment mechanics
6. Closing: Closing conditions, timing, and mechanics
7. Seller's Warranties: Standard warranties regarding share ownership, authority to sell
8. Company Warranties: Warranties regarding the company's status, operations, and compliance
9. Limitations on Liability: Limitations on warranty claims and general liability
10. Confidentiality: Confidentiality obligations regarding the transaction and company information
11. Tax Matters: Tax-related representations, warranties, and indemnities
12. Notices: Process and requirements for formal communications between parties
13. General Provisions: Standard boilerplate including governing law, jurisdiction, entire agreement
1. Earn-out Provisions: Include when purchase price includes performance-based components
2. Employee Matters: Include when specific employee arrangements or protections are needed
3. Non-competition: Include when sellers need to be restricted from competing post-sale
4. Interim Period Obligations: Include when there's a significant gap between signing and closing
5. Bank Financing: Include when purchase is contingent on external financing
6. Pre-emption Rights: Include when existing shareholders retain specific rights for future share transfers
7. Tag-Along/Drag-Along Rights: Include when implementing specific exit mechanisms
8. Corporate Governance: Include when new governance arrangements are being established
1. Share Capital Structure: Details of company's current shareholding and share capital
2. Warranties: Detailed list of warranties given by sellers
3. Disclosure Letter: Specific disclosures against the warranties
4. Company Accounts: Recent financial statements and management accounts
5. Properties: Details of company's real estate holdings
6. Material Contracts: List and details of important commercial contracts
7. Intellectual Property: Schedule of IP rights owned or licensed
8. Employee Information: Details of key employees and employment terms
9. Closing Checklist: List of documents and actions required for closing
10. Form of Transfer Deed: Template for share transfer documentation
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