tiktok³ÉÈË°æ

All Countries
Business Share Purchase Agreement

Business Share Purchase Agreement Template for Germany

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Business Share Purchase Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Business Share Purchase Agreement

"I need a Business Share Purchase Agreement for acquiring a medium-sized German technology company, where 60% of shares will be purchased upfront in March 2025, with an earn-out structure for the remaining 40% based on performance targets over the next two years."

Celebrated by
Collaborations with
Investors
Document background
The Business Share Purchase Agreement is a crucial document used in German corporate transactions for transferring ownership of shares in a company. It is particularly relevant when acquiring or divesting businesses, whether wholly or partially, and must comply with specific requirements under German law, including mandatory notarization for GmbH share transfers. The agreement typically results from extensive negotiations and due diligence, incorporating detailed provisions about the transaction structure, purchase price mechanisms, warranties, and indemnities. It is essential for both private and public companies engaging in M&A activities in Germany and must account for various regulatory requirements, including competition law, tax implications, and corporate governance standards.
Suggested Sections

1. Parties: Identification and details of the seller(s) and purchaser(s), including full legal names, registration details, and addresses

2. Background: Context of the transaction, 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 of Shares: Core transaction terms including description of shares being sold, purchase price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

6. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements

7. Completion: Details of the completion process, timing, and actions required at completion

8. Warranties: Seller's warranties regarding the company, shares, and business

9. Liability and Indemnification: Scope of seller's liability and indemnification obligations

10. Confidentiality and Announcements: Obligations regarding confidential information and public announcements

11. Tax Matters: Tax-related provisions, including tax warranties and indemnities

12. Costs: Allocation of transaction costs and expenses

13. Notices: Process and requirements for formal notices under the agreement

14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

15. Notarization Statement: Required notarization clause as per German law for GmbH share transfers

Optional Sections

1. Purchase Price Adjustment: Mechanisms for adjusting the purchase price based on completion accounts or other metrics - used when price is subject to post-completion adjustments

2. Earn-out Provisions: Structure for additional payments based on future performance - included when part of purchase price is contingent on future events

3. Non-Competition and Non-Solicitation: Restrictions on seller's future activities - included when protecting business value is crucial

4. Employee Matters: Specific provisions regarding employees and management - relevant when employment arrangements are key to the transaction

5. Intellectual Property Rights: Detailed IP provisions - important when IP is a significant asset

6. Real Estate Matters: Specific provisions for company-owned real estate - included when real estate is material

7. Environmental Matters: Environmental warranties and indemnities - relevant for businesses with environmental risks

8. Data Protection: Specific GDPR and data protection provisions - crucial when personal data is a significant aspect

9. Bank Financing: Provisions relating to external financing - included when purchase is externally financed

10. Break Fee: Provisions for payment if transaction fails - used in higher-risk transactions

Suggested Schedules

1. Share Details: Detailed description of shares being transferred, including share certificates and shareholder information

2. Warranties: Detailed warranties given by the seller regarding the company and business

3. Disclosure Letter: Seller's disclosures against the warranties

4. Company Information: Key details about the target company including corporate documents and structure

5. Properties: List and details of all company properties

6. Material Contracts: Summary of key contracts and agreements

7. Intellectual Property: List of IP rights owned or used by the company

8. Employee Information: Details of employees, benefits, and employment agreements

9. Financial Statements: Recent financial statements and management accounts

10. Completion Requirements: Detailed list of completion deliverables and actions

11. Data Room Index: Index of due diligence materials provided

12. Required Consents: List of third-party consents required for the transaction

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions















































Clauses









































Relevant Industries

Manufacturing

Technology

Real Estate

Professional Services

Retail

Healthcare

Financial Services

Energy

Transportation

Construction

Media and Entertainment

Telecommunications

Industrial

Consumer Goods

Automotive

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Business Development

Executive Leadership

Treasury

Corporate Secretariat

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Director

Investment Banker

Due Diligence Manager

Corporate Development Director

Finance Director

Tax Director

Legal Counsel

Company Secretary

Business Development Director

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

Commercial Lease Agreement With Option To Purchase

A German law-governed commercial lease agreement that includes an option for the tenant to purchase the property under specified terms and conditions.

find out more

Business Share Purchase Agreement

A German law-governed agreement for the sale and purchase of business shares, including transaction terms, warranties, and completion requirements.

find out more

Small Business Sale Agreement

A German law-compliant agreement for the sale and purchase of a small business, covering all aspects of business transfer including assets, employees, and liabilities.

find out more

Business Opportunity Purchase And Sale Agreement

A German law-governed agreement for the purchase and sale of business opportunities, including associated assets and rights.

find out more

Contract For Sale Of Business Assets

A German law-governed agreement for the transfer of business assets between entities, detailing the terms of sale, warranties, and obligations of both parties.

find out more

Company Purchase Agreement

A German law-governed agreement documenting the sale and purchase of a company, including all essential terms, conditions, and warranties.

find out more

Agreement Of Purchase And Sale Of Business Assets

A German law-governed agreement for the sale and transfer of business assets between entities, incorporating specific requirements of German commercial and civil law.

find out more

Business Buy And Sell Agreement

A German law-governed agreement documenting the sale and purchase of a business, including terms for transfer of assets, liabilities, and operational responsibilities.

find out more

Business Asset Purchase Agreement

A German law-governed agreement for the sale and purchase of business assets, ensuring compliance with German civil and commercial law requirements while facilitating effective transfer of business assets.

find out more

Business Purchase Contract

A German law-governed agreement documenting the sale and purchase of a business, including all essential terms, conditions, and obligations of the transaction.

find out more

Contract For Sale Of Business

A German law-governed agreement for the sale and transfer of a business entity or its assets, ensuring compliance with German commercial and civil law requirements.

find out more

Letter Of Intent To Sell Business

A German law-governed preliminary agreement outlining the proposed terms and conditions for a business sale transaction.

find out more

Business Sales Agreement

A German law-governed agreement regulating B2B sales transactions between companies, incorporating key provisions of German commercial law.

find out more

Non Disclosure Agreement For Sale Of Business

German law-governed NDA for protecting confidential information during business sale negotiations.

find out more

Letter Of Intent To Purchase Business

A preliminary document under German law outlining the proposed terms and framework for a business acquisition, serving as a stepping stone to the final purchase agreement.

find out more

Business Asset Sale Agreement

German law agreement for the sale and purchase of business assets, detailing transfer terms, warranties, and obligations of both parties.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: /our-research
Oops! Something went wrong while submitting the form.

³Ò±ð²Ô¾±±ð’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; ³Ò±ð²Ô¾±±ð’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

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our for more details and real-time security updates.

Read our Privacy Policy.