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Member Interest Purchase Agreement

Member Interest Purchase Agreement Template for Germany

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Key Requirements PROMPT example:

Member Interest Purchase Agreement

"I need a Member Interest Purchase Agreement under German law for the acquisition of 75% interest in a tech startup GmbH, with a purchase price of €2M to be paid in installments and closing expected by March 2025."

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Document background
The Member Interest Purchase Agreement is a crucial document used in German M&A transactions involving the transfer of ownership interests in a GmbH (Gesellschaft mit beschränkter Haftung). This agreement type is specifically adapted to comply with German corporate law requirements, particularly the formal requirements of the GmbHG (German Limited Liability Companies Act), which mandates notarization for share transfers. It is used when an individual or entity wishes to acquire membership interests in a German GmbH, whether as a complete acquisition or partial transfer. The document typically includes detailed provisions on purchase price mechanics, representations and warranties, closing conditions, and post-closing covenants, all structured to comply with German legal requirements while protecting both parties' interests. It's particularly important to note that unlike share transfers in some other jurisdictions, German law requires significant formality in the transfer process, making this agreement type distinct from its counterparts in other legal systems.
Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s), and the target company

2. Background: Context of the transaction, including current ownership structure and purpose of the agreement

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

4. Sale and Purchase: Core transaction terms including the interests being sold and basic mechanics

5. Purchase Price: Price, payment terms, and any adjustments

6. Closing: Conditions precedent, closing mechanics, and deliverables

7. Seller's Representations and Warranties: Statements of fact and assurances about the sold interests and the target company

8. Purchaser's Representations and Warranties: Statements regarding the purchaser's capacity and authority to enter into the transaction

9. Covenants: Pre-closing and post-closing obligations of the parties

10. Tax Matters: Tax-related provisions, allocations, and indemnities

11. Confidentiality: Provisions regarding confidential information and public announcements

12. Notices: Communication procedures between parties

13. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions

14. General Provisions: Miscellaneous legal provisions including severability, amendments, and entire agreement

Optional Sections

1. Seller Financing: Include when part of the purchase price is paid through a promissory note or other financing from seller

2. Employee Matters: Include when there are specific arrangements or protections regarding employees

3. Real Estate: Include when the company owns significant real estate assets requiring special provisions

4. Intellectual Property: Include when IP assets are material to the transaction

5. Environmental Matters: Include for companies with significant environmental exposures or compliance requirements

6. Non-Competition: Include when sellers are subject to non-compete obligations

7. Transition Services: Include when seller will provide post-closing services to the company

8. Bank Financing: Include when purchase is contingent on or involves third-party financing

9. Earn-out Provisions: Include when part of purchase price is contingent on future performance

Suggested Schedules

1. Disclosure Schedule: Exceptions and qualifications to representations and warranties

2. Company Information: Details of the target company including corporate documents and ownership structure

3. Financial Statements: Recent financial statements of the target company

4. Material Contracts: List and copies of important contracts

5. Real Property: Details of owned and leased real estate

6. Intellectual Property: List of IP rights and registrations

7. Employee Information: List of employees and employment terms

8. Permits and Licenses: List of corporate and operational permits

9. Purchase Price Calculation: Detailed calculation of purchase price including adjustments

10. Closing Checklist: List of required closing deliverables and actions

11. Form of Notarial Deed: Required form for the notarized transfer agreement under German law

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

Real Estate

Professional Services

Healthcare

Retail

Financial Services

Energy

Construction

Telecommunications

Automotive

Media & Entertainment

Industrial

Consumer Goods

Agriculture

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Tax

Business Development

Risk Management

Compliance

Corporate Governance

Treasury

Accounting

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Director

Investment Manager

Managing Director

Business Development Director

Corporate Development Manager

Finance Director

Legal Counsel

Transaction Manager

Due Diligence Manager

Integration Manager

Risk Manager

Company Secretary

Corporate Controller

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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