The Share Certificate Transfer Form is a essential document used in German corporate transactions to facilitate the legal transfer of share ownership. It is primarily used when shareholders wish to transfer their shares to another party, whether in the context of a sale, gift, or corporate restructuring. The document must comply with strict German legal requirements, including potential notarization requirements under the German Stock Corporation Act or GmbH Act. It contains crucial information such as the identities of the transferor and transferee, specific details of the shares being transferred, and formal transfer declarations. This document is particularly important as it serves as official evidence of the share transfer and may need to be presented to the commercial register (Handelsregister), tax authorities, and other relevant bodies.
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1. Transferor Details: Full legal name, address, and identification details of the party transferring the shares
2. Transferee Details: Full legal name, address, and identification details of the party receiving the shares
3. Company Details: Full legal name, registration number, and registered office of the company whose shares are being transferred
4. Share Details: Specific details of the shares being transferred, including share certificate numbers, nominal value, and class of shares
5. Transfer Declaration: Formal declaration of transfer in compliance with German law requirements
6. Consideration: Details of the payment or other consideration for the transfer
7. Execution Block: Signature blocks for all parties, including space for notarization as required under German law
1. Spousal Consent: Required if the transferor is married and the shares are part of matrimonial property
2. Company Consent: Required if the company's articles of association require company approval for share transfers
3. Pre-emption Rights Waiver: Required if other shareholders have pre-emption rights that need to be waived
4. Tax Declarations: Additional tax-related declarations if required for specific types of transfers
5. Supervisory Board Approval: Required if the company's governance structure requires supervisory board approval for share transfers
1. Share Certificate: Copy of the original share certificate(s) being transferred
2. Company Extract: Recent extract from the Commercial Register (Handelsregisterauszug) showing current company details
3. Articles of Association: Current version of the company's articles of association showing any transfer restrictions
4. Powers of Attorney: If any party is acting through an attorney, the relevant power of attorney documentation
5. Purchase Agreement Reference: If the transfer is part of a larger transaction, reference details of the main purchase agreement
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