The Deed of Sale of Shares of Stock is a crucial document in German corporate transactions, used whenever there is a transfer of company shares between parties. This document type is essential in the German legal system, where share transfers must be executed with particular formality, including mandatory notarization. The deed comprehensively documents the terms of the share transfer, including identification of the parties, description of the shares, purchase price, payment terms, warranties, and closing conditions. It must comply with various German laws, including the Civil Code (BGB), Commercial Code (HGB), and specific corporate legislation depending on the company type (GmbHG for private limited companies or AktG for public companies). The document is particularly important as it serves as official evidence of the share transfer and must meet strict formal requirements to be legally valid in Germany.
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1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names, addresses, and registration details if applicable
2. Background: Context of the transaction, including details about the company whose shares are being sold and the current ownership structure
3. Definitions: Definitions of key terms used throughout the deed
4. Subject Matter of Sale: Precise description of the shares being sold, including number, class, and nominal value
5. Purchase Price: Statement of the purchase price and payment terms, including payment method and timing
6. Transfer of Ownership: Legal mechanism for transferring ownership of the shares, including any required formalities under German law
7. Seller's Warranties: Fundamental warranties regarding share ownership, authority to sell, and absence of encumbrances
8. Closing Conditions: Conditions that must be satisfied before the transfer becomes effective
9. Closing Actions: Specific actions required at closing, including documentation and notifications
10. Costs and Taxes: Allocation of transaction costs and tax obligations
11. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes
12. Notarial Requirements: Acknowledgment of notarial requirements and execution formalities
1. Pre-emption Rights Waiver: Required if other shareholders have pre-emption rights that need to be waived
2. Company Consent: Required if company approval is needed for the share transfer
3. Non-competition Clause: Used when the seller needs to be restricted from competing with the company
4. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
5. Bank Financing: Required when the purchase is partially or fully financed through bank loans
6. Employee Matters: Include when there are specific agreements regarding key employees or management
7. Real Estate Provisions: Required when the company owns significant real estate assets
8. Intellectual Property Rights: Include when IP rights are a significant component of the company's value
1. Share Certificate Details: Copies or details of share certificates being transferred
2. Company Information: Extract from the commercial register and other corporate documents
3. Shareholder Resolutions: Copies of relevant shareholder resolutions approving the transfer
4. Due Diligence Findings: Summary of key due diligence findings and disclosed matters
5. Detailed Warranties: Comprehensive list of seller's warranties and representations
6. Purchase Price Calculations: Detailed calculation of the purchase price, including any adjustments
7. Encumbrances List: List of any existing encumbrances on the shares
8. Corporate Structure: Pre and post-completion corporate structure charts
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