¶¶Òõ¶ÌÊÓƵ

All Countries
Share Purchase Agreement Between Shareholders

Share Purchase Agreement Between Shareholders Template for Germany

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Share Purchase Agreement Between Shareholders

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Share Purchase Agreement Between Shareholders

"I need a Share Purchase Agreement Between Shareholders for a German GmbH tech startup where a minority shareholder is selling their 15% stake to another existing shareholder, with completion planned for March 2025 and payment in installments."

Celebrated by
Collaborations with
Investors
Document background
The Share Purchase Agreement Between Shareholders is a crucial document used when existing shareholders of a company wish to transfer shares among themselves in Germany. This type of agreement is particularly common in private companies (GmbH) and stock corporations (AG) where shareholders seek to restructure their ownership positions. The document must comply with strict German legal requirements, including mandatory notarization in most cases. It addresses key aspects such as share valuation, payment terms, warranties, and specific German corporate law compliance measures. The agreement is essential for maintaining clear ownership records, ensuring legal certainty, and protecting all parties' interests while adhering to German corporate governance standards. It's particularly relevant in scenarios involving succession planning, strategic realignment, or dispute resolution between shareholders.
Suggested Sections

1. Parties: Identification of the selling and purchasing shareholders, and the target company

2. Background (Recitals): Context of the transaction, current shareholding structure, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Sale and Purchase of Shares: Core transaction terms including identification of shares being sold

5. Purchase Price: Price, payment terms, and payment mechanics

6. Closing: Closing conditions, timing, and mechanics

7. Seller's Warranties: Standard warranties regarding share ownership, authority to sell

8. Company Warranties: Warranties regarding the company's status, operations, and compliance

9. Limitations on Liability: Limitations on warranty claims and general liability

10. Confidentiality: Confidentiality obligations regarding the transaction and company information

11. Tax Matters: Tax-related representations, warranties, and indemnities

12. Notices: Process and requirements for formal communications between parties

13. General Provisions: Standard boilerplate including governing law, jurisdiction, entire agreement

Optional Sections

1. Earn-out Provisions: Include when purchase price includes performance-based components

2. Employee Matters: Include when specific employee arrangements or protections are needed

3. Non-competition: Include when sellers need to be restricted from competing post-sale

4. Interim Period Obligations: Include when there's a significant gap between signing and closing

5. Bank Financing: Include when purchase is contingent on external financing

6. Pre-emption Rights: Include when existing shareholders retain specific rights for future share transfers

7. Tag-Along/Drag-Along Rights: Include when implementing specific exit mechanisms

8. Corporate Governance: Include when new governance arrangements are being established

Suggested Schedules

1. Share Capital Structure: Details of company's current shareholding and share capital

2. Warranties: Detailed list of warranties given by sellers

3. Disclosure Letter: Specific disclosures against the warranties

4. Company Accounts: Recent financial statements and management accounts

5. Properties: Details of company's real estate holdings

6. Material Contracts: List and details of important commercial contracts

7. Intellectual Property: Schedule of IP rights owned or licensed

8. Employee Information: Details of key employees and employment terms

9. Closing Checklist: List of documents and actions required for closing

10. Form of Transfer Deed: Template for share transfer documentation

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

Technology

Manufacturing

Real Estate

Professional Services

Healthcare

Retail

Financial Services

Media and Entertainment

Energy

Transportation and Logistics

Construction

Agriculture

Telecommunications

Hospitality

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Compliance

Corporate Governance

Tax

Treasury

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Managing Director

Company Secretary

Finance Director

Business Development Director

Investment Manager

Compliance Officer

Corporate Governance Officer

Board Member

Shareholder Relations Manager

General Counsel

Tax Director

M&A 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

Find the exact document you need

Phantom Shares Agreement

A German law contract establishing virtual share rights that mirror the economic benefits of actual share ownership, without transferring equity.

find out more

Share Retention Agreement

A German law-governed agreement establishing shareholders' obligations to retain their company shares for a specified period, including transfer restrictions and enforcement mechanisms.

find out more

Preference Shares Agreement

A German law-governed agreement establishing the terms and conditions for preference shares (Vorzugsaktien), including preferential rights and dividend arrangements.

find out more

Equipment Transfer Agreement

German law-governed agreement for transferring equipment between parties, including technical specifications, warranties, and compliance requirements.

find out more

Share Transfer Agreement Between Individuals

A German law-governed agreement for transferring company shares between individual parties, including mandatory notarization requirements and essential transfer terms.

find out more

Inventory Stocking Agreement

German law-governed agreement establishing terms for inventory storage and management between suppliers and storage providers, compliant with HGB and BGB requirements.

find out more

Share Buyback Contract

A German law-governed agreement for a company to repurchase its own shares, complying with Aktiengesetz requirements.

find out more

Phantom Unit Award Agreement

German law-governed agreement for granting phantom units as employee compensation, providing share-value-linked benefits without actual equity transfer.

find out more

Stock Surrender Agreement

A German law-governed agreement documenting the voluntary surrender of shares by a shareholder back to the company, including terms, conditions, and completion requirements.

find out more

Share Profit Agreement

A German law-governed agreement establishing terms for profit sharing between parties, including calculation methods and distribution mechanisms.

find out more

Stock Power Agreement

A German law-governed agreement documenting the transfer of share ownership between parties, including all necessary legal requirements and transfer details.

find out more

Share Sell Agreement

A German law-governed agreement documenting the sale and purchase of company shares, including key terms, conditions, and required legal formalities.

find out more

Share Purchase Agreement Between Shareholders

A German law-governed agreement for the transfer of company shares between existing shareholders, including terms, conditions, and required legal compliance measures.

find out more

Stock Redemption Agreement

A German law-governed agreement detailing the terms and conditions for a company's repurchase of its own shares from existing shareholders, in compliance with German corporate law requirements.

find out more

Share Issue Agreement

A German law-governed agreement documenting the issuance of new shares by a company to subscribers, complying with German corporate law requirements.

find out more

Share For Share Exchange Agreement

A German law-governed agreement facilitating the exchange of shares between companies, incorporating all necessary provisions under German corporate and regulatory requirements.

find out more

Share Buyback Agreement

A German law-governed agreement documenting the terms and conditions for a company's repurchase of its own shares, ensuring compliance with the Aktiengesetz and relevant regulations.

find out more

Stock Buyback Agreement

German law-governed agreement for company share repurchases, compliant with Aktiengesetz and related regulations.

find out more

Stock Borrowing Agreement

A German law-governed agreement establishing terms for temporary securities transfers between financial institutions, with associated collateral arrangements.

find out more

Share Exchange Agreement

A German law-governed agreement facilitating the exchange of shares between companies, detailing exchange terms and compliance with German corporate regulations.

find out more

Share Swap Agreement

A German law-governed agreement establishing terms for a share swap transaction, including payment obligations and regulatory compliance requirements.

find out more

Letter Of Intent Share Purchase Agreement

A preliminary agreement under German law outlining the proposed terms for a share acquisition, setting the framework for due diligence and final negotiations.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: /our-research
Oops! Something went wrong while submitting the form.

³Ò±ð²Ô¾±±ð’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ³Ò±ð²Ô¾±±ð’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our for more details and real-time security updates.

Read our Privacy Policy.