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Business Transfer Contract

Business Transfer Contract Template for Germany

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Key Requirements PROMPT example:

Business Transfer Contract

"I need a Business Transfer Contract under German law for the sale of my manufacturing company with 150 employees to a larger industrial group, with completion planned for March 2025 and including specific provisions for machinery and equipment transfer."

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Document background
The Business Transfer Contract is a fundamental document used in German corporate transactions for transferring ownership and operations of a business from one entity to another. It is particularly utilized in asset deals where a company or business unit is being sold, rather than shares. This document must comply with specific German legal requirements, including § 613a BGB for employee transfers, GDPR for data protection, and various provisions of the German Civil and Commercial Codes. The contract typically includes comprehensive provisions covering asset transfer, employee transitions, liability assumptions, warranties, and post-completion obligations. It's essential for both domestic German transactions and cross-border deals where German assets or operations are being transferred. The document requires careful consideration of tax implications, particularly regarding VAT treatment and real estate transfer tax if applicable.
Suggested Sections

1. Parties: Identification of the seller and purchaser with full legal details

2. Background: Context of the transaction and brief description of the business being transferred

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules

4. Sale and Purchase: Core transaction terms including the business assets being transferred and excluded assets

5. Purchase Price: Purchase price, payment terms, and any adjustment mechanisms

6. Completion: Requirements and mechanics for completion of the transfer

7. Employees: Provisions regarding the transfer of employees under § 613a BGB

8. Warranties: Seller's warranties regarding the business, assets, employees, and liabilities

9. Tax Matters: Allocation of tax liabilities and obligations

10. Data Protection: Provisions ensuring GDPR compliance in the transfer of customer and employee data

11. Existing Contracts: Treatment of business contracts and their transfer or termination

12. Post-Completion Obligations: Ongoing obligations after completion including transition services

13. Confidentiality: Provisions regarding confidential information and announcements

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

Optional Sections

1. Non-Compete Provisions: Restrictions on seller's future business activities - include if seller could compete with transferred business

2. Intellectual Property: Specific provisions for IP transfer - include if significant IP assets exist

3. Real Estate: Provisions for transfer of property - include if real estate is part of transaction

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

5. Earn-out Provisions: Structure for additional payments based on future performance - include if part of commercial agreement

6. Third Party Consents: Process for obtaining required consents - include if material contracts require consent for transfer

Suggested Schedules

1. Business Assets: Detailed list of all assets included in the transfer

2. Excluded Assets: List of assets specifically excluded from the transfer

3. Employees: List of transferring employees and their key employment terms

4. Properties: Details of any real estate included in the transfer

5. Material Contracts: List of key business contracts being transferred

6. Intellectual Property: Schedule of IP rights included in the transfer

7. Completion Obligations: Detailed list of actions required at completion

8. Warranties: Detailed warranties given by the seller

9. Form of Transfer Documents: Templates for various transfer documents required at completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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

Retail

Technology

Professional Services

Healthcare

Industrial

Financial Services

Real Estate

Hospitality

Construction

Automotive

Energy

Telecommunications

Relevant Teams

Legal

Finance

Human Resources

Operations

Tax

Mergers & Acquisitions

Corporate Development

Compliance

Risk Management

Commercial

Business Development

Integration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Head of Mergers & Acquisitions

Corporate Development Director

Finance Director

Legal Director

Human Resources Director

Operations Director

Tax Director

Commercial Director

Business Development Manager

Integration Manager

Due Diligence Manager

Corporate Lawyer

M&A Lawyer

HR Manager

Financial 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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