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Simple Share Purchase Agreement Template for Germany

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Key Requirements PROMPT example:

Simple Share Purchase Agreement

"I need a Simple Share Purchase Agreement under German law for the acquisition of 100% shares in a Berlin-based software development company, with closing scheduled for March 2025 and including standard warranties for a technology company regarding intellectual property rights and customer contracts."

Document background
The Simple Share Purchase Agreement under German law is a fundamental document used for transferring ownership of shares in a company from one party to another. This document is particularly important in the German legal context due to specific formal requirements, especially for GmbH shares which require notarization. The agreement is typically used for straightforward share transfers where the transaction structure is relatively uncomplicated and the target company is a private entity. It includes essential provisions required under German law such as clear identification of the parties, precise description of the shares being transferred, purchase price mechanisms, and basic warranties. The document must comply with the German Civil Code (BGB), Commercial Code (HGB), and relevant corporate laws, while following established market practice for share transfers in Germany.
Suggested Sections

1. Parties: Identification of the seller(s) and purchaser(s) with full legal details as required under German law

2. Background: Context of the transaction, description of the target company and shares being sold

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

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

5. Purchase Price: Detailed provisions on purchase price, payment mechanics, and any adjustments

6. Closing Conditions: Conditions precedent to closing, including regulatory approvals if required

7. Closing: Mechanics and formalities of closing, including required notarization process

8. Seller's Warranties: Standard warranties regarding ownership, authority, and target company

9. Purchaser's Warranties: Basic warranties regarding authority and ability to complete transaction

10. Liability and Indemnification: Provisions governing breach of warranties and indemnification obligations

11. Confidentiality: Obligations regarding transaction confidentiality and announcement restrictions

12. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

13. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments

Optional Sections

1. Purchase Price Adjustment: Detailed mechanisms for post-closing price adjustments based on closing accounts or other metrics

2. Earn-out Provisions: Structure for additional payments based on future performance, if applicable

3. Employee Matters: Specific provisions regarding key employees or employee-related liabilities

4. Real Estate: Specific provisions for companies with significant real estate holdings

5. Tax Indemnity: Specific tax-related indemnities and allocation of tax risks

6. Non-Competition: Restrictions on seller's competitive activities post-closing

7. Transition Services: Arrangements for post-closing services provided by seller

8. Material Contracts: Specific provisions regarding key contracts requiring consent or special handling

Suggested Schedules

1. Details of the Target Company: Corporate information, shareholding structure, and subsidiaries

2. Shares Being Transferred: Detailed description of shares including share numbers and certificates

3. Purchase Price Calculation: Detailed breakdown of purchase price components and calculations

4. Closing Actions: Checklist of all required closing deliverables and actions

5. Seller's Warranties: Full list of detailed warranties given by the seller

6. Material Contracts: List and details of key contracts affecting the target company

7. Real Estate: Details of owned and leased properties

8. Intellectual Property: List of IP rights owned or licensed by the target company

9. Employee Information: Key employment terms and agreements

10. Required Consents: List of third-party and regulatory consents required

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

Relevant legal definitions



































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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Professional Services

Energy

Transportation

Telecommunications

Media and Entertainment

Construction

Agriculture

Mining and Resources

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Compliance

Risk Management

Corporate Secretariat

Treasury

Tax

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

M&A Director

Investment Manager

Business Development Director

Corporate Development Manager

Finance Director

Company Secretary

Legal Counsel

Transaction Manager

Due Diligence Manager

Risk Manager

Compliance Officer

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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