Share Transfer Agreement for Germany

Share Transfer Agreement Template for Germany

A Share Transfer Agreement under German law (Anteilskaufvertrag) is a legally binding document that facilitates the transfer of company shares from one party to another. This agreement must comply with German corporate law requirements, including mandatory notarization for GmbH share transfers. The document outlines the terms and conditions of the share transfer, including purchase price, warranties, representations, and closing conditions. It incorporates specific provisions required under German law, such as compliance with the German Civil Code (BGB) and either the Limited Liability Companies Act (GmbHG) or Stock Corporation Act (AktG), depending on the company type.

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What is a Share Transfer Agreement?

The Share Transfer Agreement is a crucial document used in German corporate transactions for transferring ownership of company shares. It is especially relevant in mergers and acquisitions, corporate restructuring, and succession planning. Under German law, specific formal requirements must be met, including mandatory notarization for transfers of GmbH shares (governed by GmbHG) or specific requirements for AG shares (governed by AktG). The agreement typically includes detailed provisions on purchase price, payment terms, warranties, representations, and closing conditions. It must comply with various German laws including the Civil Code (BGB), Commercial Code (HGB), and potentially merger control regulations. This document is fundamental for ensuring legal certainty in share transactions and protecting both buyers' and sellers' interests while meeting all regulatory requirements.

What sections should be included in a Share Transfer Agreement?

1. Parties: Identification of the transferor(s) and transferee(s), including full legal names and addresses

2. Background: Context of the transaction, description of the company whose shares are being transferred, and current ownership structure

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

4. Object of Transfer: Detailed description of the shares being transferred, including number, type, and nominal value

5. Purchase Price: Amount, currency, and payment terms for the share transfer

6. Closing: Conditions for and process of completing the transfer, including required notifications and registrations

7. Seller's Warranties: Basic warranties regarding ownership, authority to sell, and status of the shares

8. Company Warranties: Essential warranties regarding the company's legal status, financial position, and business operations

9. Taxes and Costs: Allocation of transaction-related taxes, notary fees, and other costs

10. Notices: Communication procedures between parties

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

What sections are optional to include in a Share Transfer Agreement?

1. Purchase Price Adjustment: Mechanisms for adjusting the purchase price based on closing accounts or other metrics - used in larger transactions

2. Conditions Precedent: Specific conditions that must be met before closing - needed when regulatory approvals or third-party consents are required

3. Non-Competition: Restrictions on seller's future competitive activities - relevant when seller has key business knowledge

4. Earn-out Provisions: Additional payment terms based on future performance - used when parties cannot agree on fixed valuation

5. Employee Matters: Specific provisions regarding key employees or management - relevant for companies with significant human capital

6. Real Estate Provisions: Special provisions if company owns significant real estate assets - needed to address GrEStG implications

7. Intellectual Property: Specific provisions regarding IP rights - important for technology or brand-focused companies

8. Environmental Matters: Special warranties and indemnities for environmental risks - relevant for industrial companies

What schedules should be included in a Share Transfer Agreement?

1. Share Information: Detailed information about the shares being transferred, including share certificates

2. Company Information: Key corporate documents, including articles of association and commercial register excerpts

3. Financial Statements: Recent financial statements and management accounts of the company

4. Material Contracts: List and copies of important contracts of the company

5. Real Estate: Details of any real estate owned or leased by the company

6. Intellectual Property: List of IP rights owned or licensed by the company

7. Employee Information: List of employees and key employment terms

8. Disclosed Matters: Information disclosed against the warranties

9. Form of Transfer Documents: Templates for share transfer forms and other closing documents

10. Closing Checklist: List of actions and documents required for 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

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Healthcare

Retail

Energy

Professional Services

Construction

Transportation

Media and Entertainment

Telecommunications

Agriculture

Education

Hospitality

Relevant Teams

Legal

Corporate Development

Mergers & Acquisitions

Finance

Executive Leadership

Corporate Secretariat

Treasury

Tax

Compliance

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

M&A Director

Investment Manager

Company Secretary

Business Development Director

Corporate Development Manager

Finance Director

Managing Director

Partner (Law Firm)

General Counsel

Transaction Manager

Due Diligence 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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