The Shareholder Transfer Agreement is a crucial document used when transferring ownership stakes in German companies. It is particularly important in private transactions involving GmbH (limited liability company) shares or AG (stock corporation) shares. The agreement must be executed in compliance with German law, which requires notarization for GmbH share transfers and specific formal requirements for other company types. This document typically includes detailed provisions about the transfer price, payment terms, representations and warranties, and conditions precedent. It also addresses tax implications, regulatory requirements, and any necessary third-party approvals. The agreement should be drafted with consideration of both the German Civil Code (BGB) and specific corporate law requirements, making it essential to involve legal experts familiar with German corporate transactions.
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1. Parties: Identification of the transferor(s), transferee(s), and the company whose shares are being transferred
2. Background: Context of the transfer, including current shareholding structure and reason for transfer
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Transfer: Detailed description of shares being transferred, including number, class, and nominal value
5. Purchase Price: Specification of the purchase price, payment terms, and payment mechanics
6. Closing Conditions: Prerequisites that must be fulfilled before the transfer can be completed
7. Closing: Process and formalities for completing the transfer, including notarization requirements
8. Sellers' Warranties: Representations and warranties regarding the shares, company, and seller's authority
9. Buyers' Warranties: Basic representations and warranties from the buyer, including authority to purchase
10. Tax Matters: Allocation of tax liabilities and responsibilities related to the transfer
11. Confidentiality: Obligations regarding confidential treatment of the transaction and company information
12. Notices: Process and requirements for formal communications between parties
13. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
14. Miscellaneous: Standard boilerplate provisions including severability, amendments, and entire agreement
1. Tag-Along Rights: Include when existing shareholders should have the right to join the sale on same terms
2. Drag-Along Rights: Include when majority shareholders should have the right to force minority shareholders to join the sale
3. Non-Competition: Include when seller should be restricted from competing with the company post-transfer
4. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
5. Management Transition: Include when seller has management role that needs to be transferred
6. Existing Shareholder Agreements: Include when there are existing shareholder agreements that need to be addressed
7. Bank Financing: Include when purchase price is partially financed through bank loans
8. Employee Matters: Include when transfer affects key employee arrangements or benefits
1. Share Certificate(s): Copies of share certificates being transferred
2. Company Information: Details of the company including corporate documents and registration details
3. Shareholders' Resolution: Resolution approving the transfer if required by articles of association
4. Current Articles of Association: Copy of the current articles of association
5. Financial Statements: Recent financial statements of the company
6. Due Diligence Findings: Summary of key due diligence findings and disclosed matters
7. Purchase Price Calculation: Detailed calculation of purchase price if complex mechanism applies
8. Existing Encumbrances: List of any existing encumbrances on the shares
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