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A Business Purchase Agreement (Unternehmenskaufvertrag) is the core legal contract used when buying or selling a company in Germany. It spells out all the key details of the transaction: the purchase price, what assets and liabilities are included, and how the ownership transfer will happen under German commercial law.

Beyond just stating the sale terms, this agreement protects both parties by addressing vital issues like employee contracts, existing business relationships, and tax implications under German regulations. It typically requires notarization and must comply with the German Civil Code (BGB) and Commercial Code (HGB), especially for GmbH and AG company transfers.

Use a Business Purchase Agreement any time you're planning to buy or sell a company in Germany—from small family businesses to large corporations. This contract becomes essential before transferring ownership of GmbH shares, acquiring business assets, or purchasing an entire enterprise's operations.

The agreement needs to be in place before any money changes hands or assets transfer. German law requires careful documentation of employment contracts, intellectual property rights, and ongoing business obligations. Having this agreement ready early helps avoid disputes about purchase price adjustments, warranty claims, and tax liabilities that often emerge during company acquisitions.

• Business Asset Purchase Agreement: Focuses specifically on buying selected business assets rather than entire company shares, common in partial acquisitions under German law
• Business Purchase Contract: Standard comprehensive agreement for complete company acquisitions, covering both assets and operational transfer
• Business Sales Agreement: Simplified version for smaller business transactions, especially useful for Einzelunternehmen (sole proprietorship) sales
• Non Disclosure Agreement For Sale Of Business: Preliminary agreement protecting confidential information during sale negotiations

• Business Owners/Sellers: Initiate the sale process and provide essential company information, often GmbH shareholders or AG board members
• Buyers/Investors: Review and negotiate terms, conduct due diligence, and secure financing for the purchase
• Corporate Lawyers: Draft and review the agreement, ensure compliance with German commercial law, and handle notarization
• Tax Advisors: Structure the deal to optimize tax implications under German regulations
• Notaries: Authenticate the agreement and verify identities as required by German law for business transfers
• Company Auditors: Verify financial statements and assist with purchase price calculations

• Company Details: Gather complete legal names, registration numbers, and addresses of all parties involved in the transaction
• Asset Inventory: Create detailed lists of all physical assets, intellectual property, and contracts being transferred
• Financial Records: Compile past three years of financial statements, tax returns, and current liabilities
• Employee Information: Document all employment contracts, benefit obligations, and work council agreements
• Purchase Terms: Define purchase price, payment schedule, and any earn-out conditions
• Due Diligence: Review all permits, licenses, and regulatory compliance documentation
• Notarization Plan: Schedule appointment with a German notary for official authentication

• Party Information: Full legal names, registration numbers, and authorized representatives of buyer and seller
• Purchase Object: Precise description of business assets, shares, or entire enterprise being transferred
• Price Structure: Purchase price, payment terms, and any adjustments under German accounting principles
• Warranties: Standard guarantees required by German Civil Code (BGB) regarding business condition and liabilities
• Employee Rights: Transfer conditions under § 613a BGB, including existing employment contracts
• Closing Conditions: Required regulatory approvals and precise transfer mechanics
• Governing Law: Explicit reference to German law and jurisdiction for dispute resolution

A Business Purchase Agreement differs significantly from a Business Acquisition Agreement in several key aspects under German law. While both deal with company transfers, they serve distinct purposes and come with different legal implications.

• Scope of Transfer: Business Purchase Agreements typically focus on specific assets, contracts, and operations, while Business Acquisition Agreement covers broader corporate control changes, including shares and management rights
• Legal Structure: Purchase agreements follow German sales law (Kaufrecht), focusing on asset transfer. Acquisition agreements involve corporate law elements, especially for GmbH or AG restructuring
• Due Diligence Requirements: Purchase agreements emphasize physical asset verification and valuation, while acquisition deals require deeper corporate governance review
• Employee Rights: Purchase agreements must explicitly address § 613a BGB transfer provisions, whereas acquisition agreements often maintain existing employment structures
• Tax Implications: Purchase agreements typically trigger asset-based taxation, while acquisition deals may offer more flexible tax structuring options