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Partnership Buyout Agreement Template for Germany

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Key Requirements PROMPT example:

Partnership Buyout Agreement

"I need a Partnership Buyout Agreement for a German technology consulting firm where two founding partners are buying out the third partner who holds 30% of the partnership and significant IP rights; the agreement needs to include specific provisions for IP transfer and ongoing technical consultation until March 2025."

Document background
The Partnership Buyout Agreement is a crucial document used when one or more partners wish to exit a partnership by selling their interest to the remaining partners. This comprehensive agreement, governed by German law, particularly the German Civil Code (BGB) and Commercial Code (HGB), outlines the complete transaction process, including valuation methods, payment structures, and transition arrangements. It's essential for ensuring a smooth partner exit while maintaining business continuity and legal compliance. The document addresses key aspects such as purchase price determination, payment terms, representations and warranties, tax implications, and post-exit obligations including non-compete provisions. It's particularly important in Germany where partnership structures require specific legal formalities and registrations.
Suggested Sections

1. Parties: Identification of the selling partner(s), remaining partner(s), and the partnership entity

2. Background: Context of the partnership, reason for buyout, and current ownership structure

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase of Partnership Interest: Core transaction terms including the partnership interest being transferred

5. Purchase Price: Agreed valuation and purchase price for the partnership interest

6. Payment Terms: Structure and timing of payments, including any installment arrangements

7. Closing Conditions: Prerequisites that must be met before the buyout can be completed

8. Closing Process: Steps to be taken at closing, including document execution and registrations

9. Representations and Warranties: Statements of fact by both parties about their capacity, authority, and partnership interest

10. Release and Discharge: Mutual release of liabilities and obligations post-closing

11. Handover and Transition: Process for transferring responsibilities and business relationships

12. Confidentiality: Ongoing obligations regarding partnership information

13. Non-Competition and Non-Solicitation: Restrictions on the departing partner's future business activities

14. Tax Matters: Treatment of tax liabilities and obligations

15. Notices: Process for formal communications between parties

16. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

17. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Existing Debt Treatment: Required when the partnership has significant debt obligations that need to be addressed

2. Employee Matters: Necessary when the departing partner has specific relationships with employees or when employment arrangements need to be modified

3. Intellectual Property Rights: Include when the partnership owns significant IP or when the departing partner has been involved in IP creation

4. Real Estate Provisions: Required when the partnership owns or leases significant real estate assets

5. Ongoing Consulting Arrangement: Include when the departing partner will continue to provide services during a transition period

6. Earn-out Provisions: Necessary when part of the purchase price is contingent on future performance

7. Bank and Financial Relationships: Include when existing banking relationships need to be addressed or modified

8. Insurance Matters: Required when significant insurance policies need to be transferred or modified

Suggested Schedules

1. Schedule 1: Partnership Interest Details: Detailed description of the partnership interest being transferred

2. Schedule 2: Purchase Price Calculation: Detailed valuation methodology and calculations

3. Schedule 3: Closing Deliverables: List of all documents and items to be delivered at closing

4. Schedule 4: Third Party Consents: List of required consents from banks, customers, suppliers, or authorities

5. Schedule 5: Existing Contracts: List of significant contracts affecting the partnership

6. Schedule 6: Real Estate Assets: Details of owned or leased real estate if applicable

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

8. Appendix A: Partnership Agreement: Copy of the existing partnership agreement

9. Appendix B: Financial Statements: Recent financial statements used for valuation

10. Appendix C: Tax Clearance Certificates: Required tax documentation from German authorities

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

Professional Services

Manufacturing

Retail

Technology

Construction

Healthcare

Real Estate

Hospitality

Consulting

Architecture

Engineering

Legal Services

Accounting Services

Trading

Agriculture

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Tax

Compliance

Risk Management

Operations

Commercial

Business Development

Company Secretariat

Relevant Roles

Managing Partner

General Partner

Chief Executive Officer

Chief Financial Officer

Business Owner

Corporate Lawyer

Legal Counsel

Partnership Manager

Business Development Director

Finance Director

Managing Director

Commercial Director

Operations Manager

Company Secretary

Tax Manager

Compliance Officer

Risk Manager

Business 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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