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Corporation Share Transfer Agreement

Corporation Share Transfer Agreement Template for Germany

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Key Requirements PROMPT example:

Corporation Share Transfer Agreement

"I need a Corporation Share Transfer Agreement for the sale of 100% shares in our German GmbH tech company to a French corporate buyer, with closing expected by March 2025 and including specific warranties about our software intellectual property rights."

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Document background
The Corporation Share Transfer Agreement is a fundamental document used in German corporate transactions for transferring ownership of shares in a corporation. It is essential when selling or acquiring partial or complete ownership of a German company, whether it's a GmbH (limited liability company) or AG (stock corporation). This document must be drafted in compliance with German corporate law requirements, including mandatory notarization for GmbH share transfers. The agreement typically includes comprehensive details about the transaction structure, purchase price mechanisms, representations and warranties, and closing conditions. It's particularly important to note that German law imposes specific formal requirements and restrictions on share transfers, making it crucial to properly document all aspects of the transaction in this agreement.
Suggested Sections

1. Parties: Identification of the transferor (seller) and transferee (buyer) with 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, class, and nominal value

5. Purchase Price: Specification of the purchase price, payment terms, and payment mechanics

6. Closing: Conditions precedent, closing actions, and timing of the transfer

7. Seller's Warranties: Basic warranties regarding share ownership, authority to sell, and company status

8. Tax Matters: Allocation of tax liabilities and responsibilities

9. Confidentiality: Provisions regarding confidentiality of the transaction and company information

10. Notices: Communication requirements and contact details for formal notices

11. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

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

Optional Sections

1. Purchase Price Adjustment: Used when the final purchase price depends on closing accounts or other post-closing calculations

2. Business Warranties: Extended warranties about the company's business, required for larger or more complex transactions

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

4. Employee Matters: Specific provisions regarding employees, particularly relevant when key employees are involved

5. Real Estate: Special provisions when the company owns significant real estate, addressing GrESt implications

6. Bank Financing: Provisions related to external financing of the purchase price

7. Earn-out: Additional purchase price payments based on future performance

8. Pre-Closing Covenants: Obligations between signing and closing, relevant for delayed closings

Suggested Schedules

1. Share Certificate(s): Copies of share certificates or shareholders' register excerpts

2. Commercial Register Excerpt: Current excerpt from the commercial register (Handelsregisterauszug)

3. Articles of Association: Current version of the company's articles of association

4. Closing Accounts: Reference accounts for purchase price determination

5. Shareholder Resolutions: Required corporate approvals for the transfer

6. Power of Attorney: If signing is done by authorized representatives

7. Disclosure Letter: Exceptions and qualifications to warranties

8. Transfer Forms: Notarial transfer forms and other required transfer documentation

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



















































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Relevant Industries

Manufacturing

Technology

Financial Services

Professional Services

Real Estate

Healthcare

Retail

Energy

Telecommunications

Transportation

Construction

Agriculture

Mining

Entertainment

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Corporate Secretariat

Treasury

Risk Management

Business Development

Executive Leadership

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Investment Director

Mergers & Acquisitions Manager

Corporate Secretary

Finance Director

Tax Director

Compliance Officer

Business Development Director

Managing Director

Board Member

Investment Banker

Corporate Development 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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