The Company Share Purchase Agreement is a fundamental transaction document used in German M&A deals for the acquisition of company shares. It is essential for both domestic and cross-border transactions involving German target companies, requiring compliance with German corporate law, including the German Civil Code (BGB), Commercial Code (HGB), and specific corporate legislation depending on the company form (GmbH-Gesetz or Aktiengesetz). The document typically requires notarization under German law and includes comprehensive provisions covering purchase price mechanisms, warranties, indemnities, conditions precedent, and completion mechanics. It's particularly important in private M&A transactions and must address specific German legal requirements such as form requirements, transfer restrictions, and regulatory approvals.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identification of the seller(s) and purchaser(s) with full legal details
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including description of shares being sold and purchase price
5. Purchase Price: Detailed provisions on consideration, payment mechanics, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics and requirements for closing the transaction, including deliverables and timing
9. Warranties: Seller's warranties regarding the company, its business, and the shares being sold
10. Limitations on Liability: Limitations on warranty claims and other liability restrictions
11. Tax Matters: Tax-related warranties, indemnities, and allocation of tax risks
12. Confidentiality and Announcements: Provisions regarding confidentiality obligations and public communications
13. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Employee Matters: Required when specific arrangements for key employees or general workforce are needed
3. Real Estate: Necessary when the target company owns significant real estate assets
4. Intellectual Property: Important when IP assets are a key component of the transaction
5. Non-Competition: Required when seller restrictions post-completion are necessary
6. Transitional Services: Used when the seller will provide services to the target company post-completion
7. Bank Financing: Needed when the purchase is contingent on or involves external financing
8. Environmental Matters: Required for companies with significant environmental risks or obligations
1. Details of the Company: Corporate information, shareholding structure, and subsidiaries
2. Warranties: Detailed warranties about the company, business, and shares
3. Properties: List and details of all real estate owned or leased
4. Intellectual Property Rights: Schedule of all IP owned or licensed by the company
5. Material Contracts: List and summary of key commercial contracts
6. Employees: Details of employees, including key terms and benefits
7. Completion Deliverables: List of all documents and items to be delivered at completion
8. Data Room Index: Index of due diligence materials provided
9. Permitted Leakage: List of permitted value transfers in case of locked box mechanism
10. Bank Accounts: Details of all company bank accounts and signing authorities
Find the exact document you need
Asset For Share Agreement
A German law-governed agreement facilitating the transfer of business assets in exchange for newly issued shares in the receiving company.
Download
Share Purchase And Transfer Agreement
A German law-governed agreement documenting the sale and transfer of company shares, including purchase terms, warranties, and closing conditions.
Download
Bond Transfer Agreement
A German law-governed agreement documenting the transfer of bonds between parties, including transfer terms, settlement mechanics, and regulatory compliance requirements.
Download
Company Share Purchase Agreement
A German law-governed agreement for the sale and purchase of company shares, documenting transaction terms and conditions in accordance with German corporate requirements.
Download
Restaurant Asset Purchase Agreement
German law-governed agreement for the purchase and sale of restaurant business assets, including equipment, licenses, and operational assets.
Download
Share Sale And Purchase Agreement
A German law-governed agreement documenting the terms and conditions for the sale and purchase of shares in a company, including purchase price, warranties, and completion mechanics.
Download
Share Sale Agreement
A German law-governed agreement for the sale and purchase of company shares, incorporating local legal requirements and transfer formalities.
Download
Software Asset Purchase Agreement
A German law-governed agreement for the purchase and transfer of software assets, including IP rights, technical specifications, and compliance requirements.
Download
Share And Asset Purchase Agreement
A German law-governed agreement combining share and asset purchase elements, detailing terms for simultaneous transfer of company shares and specific assets.
Download
Member Interest Purchase Agreement
A German law-governed agreement for the sale and purchase of membership interests in a GmbH (German limited liability company), requiring notarization.
Download
Machinery Purchase Agreement
German law-governed agreement for industrial machinery purchase, incorporating EU and German safety standards and commercial requirements.
Download
Equity Interest Purchase Agreement
German law-governed agreement for the purchase and sale of company shares, including transaction terms, warranties, and closing conditions.
Download
Digital Asset Purchase Agreement
German law-governed agreement for the sale and purchase of digital assets, including cryptocurrencies, tokens, and NFTs, with compliance under German financial regulations.
Download
ұԾ’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; ұԾ’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
.png)