tiktok³ÉÈ˰æ

Company Acquisition Contract 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 Company Acquisition Contract

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:

Company Acquisition Contract

"I need a Company Acquisition Contract under German law for a share deal to acquire a medium-sized software development company, with specific focus on intellectual property protection and employee retention provisions, including an earn-out mechanism based on 2025 performance targets."

Document background
The Company Acquisition Contract is a fundamental transaction document used in mergers and acquisitions in Germany. It is employed when one company or investor seeks to acquire another company, either through purchasing shares from its shareholders or acquiring its assets. This contract type must strictly comply with German legal requirements, including the German Civil Code (BGB), Commercial Code (HGB), and corporate laws such as the GmbH Act or Stock Corporation Act (AktG). The document covers crucial elements such as purchase price mechanisms, detailed warranty catalogs typical in German M&A practice, specific closing conditions including regulatory approvals, and often requires notarization, particularly for GmbH share transfers. It's designed to protect both parties' interests while ensuring compliance with German corporate, tax, antitrust, and employment laws, making it essential for any corporate acquisition in Germany.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(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: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including the object of purchase (shares/assets) and basic agreement to sell and purchase

5. Purchase Price: Purchase price amount, payment terms, potential adjustments, and payment mechanics

6. Closing Conditions: Conditions precedent to closing, including regulatory approvals and third-party consents

7. Closing: Closing mechanics, including timing, location, and actions to be taken at closing

8. Seller's Warranties: Comprehensive warranties regarding the company, its business, and assets

9. Buyer's Warranties: Basic warranties from the buyer regarding authority and capacity

10. Remedies: Consequences of breach of warranties and other obligations, including limitation of liability

11. Pre-Closing Covenants: Obligations of parties between signing and closing, including conduct of business requirements

12. Tax Matters: Tax-related provisions, including allocations, indemnities, and cooperation obligations

13. Confidentiality: Provisions regarding confidential information and public announcements

14. Governing Law and Jurisdiction: Choice of German law and jurisdiction provisions

15. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments

Optional Sections

1. Employee Matters: Specific provisions regarding employees, works council, and employment arrangements - required if employees are significantly affected

2. Real Estate: Specific provisions for real estate transfers - required if significant real estate assets are involved

3. Intellectual Property: Detailed IP transfer and protection provisions - required for technology or IP-heavy companies

4. Environmental Matters: Environmental warranties and indemnities - required for manufacturing or industrial businesses

5. Post-Closing Covenants: Non-compete, non-solicitation, and other post-closing obligations - optional based on transaction needs

6. Earn-out Provisions: Detailed earn-out calculation and payment terms - required if deal includes an earn-out component

7. Transition Services: Terms for post-closing services provided by seller - required if transition services are needed

Suggested Schedules

1. Company Details: Detailed information about the target company including corporate documents and structure

2. Properties Schedule: List and details of all real estate owned or leased by the target company

3. Employee Schedule: List of employees, their positions, and key employment terms

4. Material Contracts: List and copies of all material contracts

5. Intellectual Property Schedule: List of all IP rights owned or licensed by the target company

6. Disclosed Information: List of all information disclosed during due diligence

7. Purchase Price Adjustment Mechanism: Detailed calculations and procedures for purchase price adjustments

8. Closing Checklist: List of all documents and actions required for closing

9. Data Room Index: Index of all documents provided in the due diligence data room

10. Form of Transfer Instruments: Templates for share transfer deeds or asset transfer documents

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions














































































Clauses
















































Relevant Industries

Manufacturing

Technology

Real Estate

Healthcare

Financial Services

Retail

Energy

Telecommunications

Professional Services

Industrial

Consumer Goods

Media and Entertainment

Transportation and Logistics

Life Sciences

Construction

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Strategy

Risk Management

Compliance

Tax

Human Resources

Operations

Business Development

Investment Banking

Due Diligence

Integration

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Head of Mergers & Acquisitions

Corporate Development Director

Investment Director

Legal Director

Finance Director

Managing Director

Board Member

Corporate Lawyer

M&A Lawyer

Transaction Manager

Due Diligence Manager

Integration Manager

Risk Manager

Company Secretary

Head of Strategy

Business Development Director

Investment Banking Director

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

Company Acquisition Contract

A German law-governed agreement for the acquisition of a company through share or asset purchase, incorporating mandatory German legal requirements and market-standard provisions.

find out more

Company Acquisition Agreement

A German law-governed agreement detailing the terms and conditions for acquiring a company, including purchase terms, warranties, and closing conditions.

find out more

Business Acquisition Letter Of Intent

A preliminary document under German law outlining the key terms and conditions for a proposed business acquisition, including both binding and non-binding provisions.

find out more

Asset Acquisition Agreement

A German law-governed agreement for the transfer of business assets from seller to purchaser, structured under German civil and commercial code requirements.

find out more

Acquisition Purchase Agreement

A German law-governed agreement detailing the terms and conditions for the purchase and sale of a business or company, including all necessary legal requirements under German jurisdiction.

find out more

Acquisition Confidentiality Agreement

German law-governed confidentiality agreement for protecting sensitive information during acquisition discussions and due diligence.

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.