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Deed Of Assignment Of Shares Template for Germany

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Key Requirements PROMPT example:

Deed Of Assignment Of Shares

"I need a Deed of Assignment of Shares for transferring 40% of my GmbH shares to a strategic investor, with completion planned for March 15, 2025, including standard warranties and representations but no non-compete provisions."

Document background
The Deed of Assignment of Shares is a crucial document used in German corporate transactions to formalize and legally execute the transfer of company shares between parties. It is required whenever shares in a German company are being transferred, whether as part of a larger transaction or as a standalone transfer. The document must comply with strict German legal requirements, including notarization under German law, and typically includes detailed information about the shares being transferred, the parties involved, consideration, warranties, and completion mechanics. This type of deed is particularly important in the German legal context as share transfers must follow specific formalities to be legally valid and enforceable.
Suggested Sections

1. Parties: Identification of the Assignor (transferring shareholder) and Assignee (receiving party), including full legal names and addresses

2. Background: Context of the transfer, including details of the company whose shares are being transferred and the existing shareholding structure

3. Definitions: Key terms used throughout the deed, including 'Company', 'Shares', 'Completion Date', etc.

4. Subject Matter of Assignment: Detailed description of the shares being transferred, including number, class, and nominal value

5. Consideration: Details of the purchase price or other consideration for the transfer

6. Effective Date and Completion: Specifics about when the transfer becomes effective and completion mechanics

7. Representations and Warranties: Basic warranties from the Assignor regarding ownership and authority to transfer

8. Assignor's Covenants: Undertakings from the Assignor regarding the transfer and any post-completion obligations

9. Notifications and Consents: Requirements for notifying the company and obtaining necessary corporate consents

10. Powers of Attorney: Authority granted to execute additional documents or take necessary actions

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

12. Execution: Formal execution blocks including notarization requirements

Optional Sections

1. Tag-Along Rights: Include when existing shareholders have tag-along rights that need to be addressed

2. Pre-emption Rights Waiver: Include when other shareholders have pre-emption rights that need to be formally waived

3. Security Interest Provisions: Include when the shares are subject to any existing security interests or new security is being created

4. Non-Competition Provisions: Include when the Assignor is agreeing to non-compete restrictions

5. Tax Provisions: Include specific tax-related provisions when there are particular tax implications to be addressed

6. Shareholders' Agreement Adherence: Include when the Assignee needs to adhere to an existing shareholders' agreement

Suggested Schedules

1. Share Details: Detailed description of the shares including share certificate numbers and shareholding history

2. Company Information: Key details about the Company including registration number, registered office, and current directors

3. Existing Security Interests: List of any existing security interests or encumbrances over the shares

4. Required Consents: List of required corporate and regulatory consents

5. Form of Transfer Notice: Template for the formal share transfer notice to the Company

6. Powers of Attorney: Any required powers of attorney in prescribed form

7. Corporate Approvals: Copies of relevant corporate approvals and resolutions

Authors

Alex Denne

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

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Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Healthcare

Professional Services

Retail

Energy

Transportation

Construction

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Corporate Development

Mergers & Acquisitions

Executive Management

Board of Directors

Relevant Roles

Legal Counsel

Corporate Lawyer

Managing Director

Company Secretary

Chief Legal Officer

Chief Financial Officer

Corporate Development Manager

Investment Manager

Compliance Officer

Transaction Manager

General Counsel

Board Member

Mergers & Acquisitions 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

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