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Small Business Sale Agreement

Small Business Sale Agreement Template for Germany

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Key Requirements PROMPT example:

Small Business Sale Agreement

"I need a Small Business Sale Agreement for the sale of my local bakery in Munich, including transfer of recipes and customer database, with completion planned for March 2025 and a 6-month consulting period where I'll help the new owner transition."

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Document background
The Small Business Sale Agreement is a crucial document used when transferring ownership of a small to medium-sized enterprise in Germany. It is specifically designed to comply with German legal requirements, including the Civil Code (BGB), Commercial Code (HGB), and relevant employment laws. This agreement is essential when a business owner wishes to sell their enterprise, whether due to retirement, strategic exit, or other circumstances. It comprehensively covers all aspects of the transaction, from asset transfer to employee rights, and includes necessary provisions for compliance with German corporate, tax, and data protection laws. The document is particularly important as it provides legal certainty for both parties and addresses specific German legal requirements that might not be present in other jurisdictions.
Suggested Sections

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

2. Background: Context of the sale and brief description of the business being sold

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core agreement to sell and purchase the business

5. Purchase Price: Price, payment terms, and any adjustments

6. Completion: Details of the completion process, timing, and deliverables

7. Assets Transfer: Specification of business assets included in the sale

8. Assumed Liabilities: Details of liabilities being transferred to the purchaser

9. Employee Matters: Treatment of employees and transfer of employment contracts

10. Seller's Warranties: Standard warranties regarding the business and assets

11. Seller's Limitations of Liability: Limitations on seller's liability under the warranties

12. Purchaser's Warranties: Basic warranties from the purchaser

13. Post-Completion Obligations: Ongoing obligations after completion

14. Confidentiality: Confidentiality obligations of both parties

15. Notices: Process for serving notices under the agreement

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

Optional Sections

1. Intellectual Property: Detailed provisions for IP transfer - required if the business owns significant IP assets

2. Property Lease: Provisions dealing with transfer of business premises - needed if premises are leased

3. Non-Compete Provisions: Restrictions on seller's future business activities - recommended for protecting goodwill

4. Transitional Services: Arrangements for seller's temporary assistance post-completion - useful for complex businesses

5. Earn-out Provisions: Structure for additional payments based on future performance - optional for performance-based deals

6. Data Protection: Specific GDPR compliance provisions - required if personal data is processed

7. Environmental Matters: Environmental warranties and indemnities - needed for businesses with environmental risks

8. Post-Completion Price Adjustments: Mechanisms for adjusting price based on completion accounts - for larger transactions

Suggested Schedules

1. Asset Register: Detailed list of all tangible assets included in the sale

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

3. Employee List: Details of all employees transferring with the business

4. Contract List: Schedule of business contracts being transferred

5. Intellectual Property Register: List of all IP rights owned by the business

6. Properties: Details of any real estate included in the sale

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

8. Warranties: Full text of seller's warranties

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











































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Relevant Industries

Retail

Hospitality

Professional Services

Manufacturing

Technology

Healthcare

Construction

Automotive

Food and Beverage

Real Estate

E-commerce

Consulting

Trades and Crafts

Distribution

Local Services

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Human Resources

Operations

Commercial

Compliance

Due Diligence

Relevant Roles

Business Owner

Managing Director

CEO

CFO

Corporate Lawyer

Legal Counsel

Business Development Manager

M&A Manager

Tax Manager

Finance Director

Operations Director

HR Director

Commercial Director

Business Broker

Investment Manager

Due Diligence Specialist

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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