tiktok³ÉÈ˰æ

Company Sale Agreement Template for Germany

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Company Sale Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Company Sale Agreement

"I need a Company Sale Agreement under German law for the sale of my technology startup, with particular focus on IP protection and software licensing arrangements, planned for completion by March 2025."

Document background
The Company Sale Agreement is a fundamental transaction document used in German M&A practice for documenting the sale and acquisition of companies. It serves as the primary agreement between sellers and purchasers, detailing all aspects of the transaction from purchase price to warranties and indemnities. The document must comply with specific German legal requirements, including notarization for GmbH share transfers, and typically incorporates market-standard provisions reflecting German M&A practice. It is used in both private and public company acquisitions, though with different requirements depending on the company type, and can be adapted for share deals or asset deals. The agreement typically results from extensive negotiations and due diligence, and often forms part of a larger transaction document suite including ancillary agreements and closing documents.
Suggested Sections

1. Parties: Identification of the seller(s) and purchaser(s), including full legal names and addresses

2. Background: Context of the transaction, including company details and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including the object of sale (shares/assets) and basic transfer mechanics

5. Purchase Price: Purchase price amount, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be fulfilled before completion of the transaction

7. Pre-Completion Obligations: Obligations of both parties between signing and completion

8. Completion: Mechanics and requirements for closing the transaction

9. Warranties: Seller's warranties regarding the company, its assets, and operations

10. Liability and Limitations: Scope and limitations of seller's liability under the warranties

11. Tax Matters: Tax-related provisions, indemnities, and allocations

12. Confidentiality: Provisions regarding confidential information and announcements

13. Notices: Format and procedure for formal communications between parties

14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

15. Execution: Signature blocks and execution formalities

Optional Sections

1. Employee Matters: Specific provisions regarding employees and works council requirements - used when employee transfers are significant

2. Real Estate: Specific provisions for company-owned real estate - used when real estate is a material asset

3. Intellectual Property: Detailed IP provisions - used when IP is a significant company asset

4. Environmental Matters: Environmental warranties and indemnities - used for companies with environmental risks

5. Competition/Antitrust: Merger control provisions - used for larger transactions requiring regulatory approval

6. Earn-out Provisions: Performance-based additional payments - used when part of purchase price is contingent on future performance

7. Non-Compete Obligations: Restrictions on seller's future activities - used when seller could compete with the business

8. Transitional Services: Post-completion support services - used when seller needs to provide ongoing services

9. Bank Financing: Provisions relating to external financing - used when purchase is partially bank-financed

10. Data Protection: GDPR and data transfer provisions - used when significant personal data is involved

Suggested Schedules

1. Company Details: Detailed information about the target company including corporate documents

2. Properties: List and details of all real estate owned or leased by the company

3. Material Contracts: List and copies of key commercial contracts

4. Intellectual Property Rights: Schedule of all IP owned or licensed by the company

5. Employee Information: Details of all employees including key terms of employment

6. Warranties: Detailed warranties given by the seller

7. Tax Warranties: Specific tax-related warranties

8. Completion Requirements: Detailed list of completion deliverables and actions

9. Disclosed Information: List of all information disclosed against the warranties

10. Data Room Index: Index of all documents provided in due diligence

11. Purchase Price Adjustment: Detailed mechanics for any price adjustment

12. Form of Transfer Deed: Form of share transfer deed meeting German notarization requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions





































































Clauses








































Relevant Industries

Manufacturing

Technology

Retail

Professional Services

Healthcare

Real Estate

Financial Services

Energy

Telecommunications

Transportation

Construction

Agriculture

Media and Entertainment

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Corporate Secretariat

Business Development

Executive Management

Integration

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

Head of Mergers & Acquisitions

Managing Director

Finance Director

Legal Director

Business Development Manager

Investment Manager

Corporate Secretary

Tax Director

Integration Manager

Risk Manager

Compliance Officer

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

Find the exact document you need

Unconditional Contract Of Sale

A German law-governed sales agreement for the unconditional transfer of ownership of goods or property from seller to buyer, structured according to BGB requirements.

find out more

Pet Sale Contract

A German law-compliant contract for the sale and purchase of pets, incorporating animal welfare regulations and ownership transfer requirements.

find out more

Selling A Business Contract

A German law-governed agreement documenting the sale and purchase of a business, including essential terms, conditions, and regulatory compliance requirements.

find out more

Definitive Purchase Agreement

A German law-governed agreement that finalizes the terms and conditions for the purchase and sale of a business, assets, or shares, compliant with BGB and HGB requirements.

find out more

Co Sale Agreement

A German law-governed agreement establishing tag-along rights for minority shareholders when majority shareholders sell their shares, ensuring fair treatment and compliance with German corporate law.

find out more

Sales Exclusivity Agreement

A German law-governed agreement establishing exclusive sales rights between a supplier and distributor, ensuring compliance with German and EU competition regulations.

find out more

Used Car Sale Contract

A German law-compliant contract for the sale and purchase of used vehicles, incorporating essential requirements from German Civil Code and automotive regulations.

find out more

Vessel Purchase And Sale Agreement

A German law-governed agreement for the sale and purchase of a marine vessel, incorporating German maritime commerce provisions and international maritime regulations.

find out more

Simple Land Sale Contract

A notarized contract under German law for the sale and transfer of real property ownership, requiring registration in the German Land Registry (Grundbuch).

find out more

Private Sale Real Estate Contract

A notarized contract under German law for the private sale and purchase of real estate property, facilitating legal transfer of ownership between parties.

find out more

Mou Sales Agreement

A non-binding framework document under German law that outlines intended sales arrangements and key commercial terms between parties, serving as a precursor to a definitive sales agreement.

find out more

Conditional Sale And Purchase Agreement

A German law-governed agreement for conditional sale and purchase transactions, establishing terms and conditions for asset or business transfers subject to specific prerequisites.

find out more

Registered Agreement For Sale Of Property

A German law-governed agreement for real property transfer, requiring notarization and registration in the German Land Register (Grundbuch).

find out more

Motor Vehicle Retail Installment Sales Contract

A German law-governed contract for the sale of motor vehicles through installment payments, incorporating consumer protection and financial regulations.

find out more

Private Token Sale Agreement

A German law-governed agreement for the private sale of digital tokens, ensuring compliance with German financial regulations and BaFin requirements.

find out more

Used Vehicle Sale Agreement

A German law-compliant agreement for the sale and purchase of a used vehicle, covering ownership transfer and essential sale terms.

find out more

Real Estate Sales Contract Form

A German law-governed contract template for real estate sales transactions, requiring notarization and compliance with German property transfer regulations.

find out more

Sale Agreement For Bike

A German law-governed agreement for the sale and purchase of bicycles, suitable for both private and commercial transactions.

find out more

Sale With Buyback Agreement

German law-governed agreement for asset sale with repurchase rights, structured under BGB provisions for temporary ownership transfer.

find out more

Flat Purchase Agreement

A German law-governed agreement for the purchase and sale of a residential flat, requiring notarization and compliance with German property regulations.

find out more

Sale Of Medical Practice Agreement

A German law-governed agreement for the sale and transfer of a medical practice, including assets, patient records, and regulatory compliance requirements.

find out more

Retail Installment Sales Contract

A German law-governed contract for retail goods purchased through installment payments, incorporating consumer protection requirements and installment sale regulations under the BGB.

find out more

For Sale By Owner Land Contract

A notarized contract under German law for direct property sales between private parties without real estate agent involvement.

find out more

Sale Purchase Form

German law-compliant sale purchase agreement template for transferring ownership of goods or assets, structured according to BGB requirements.

find out more

Export Sales Contract

German law-governed contract establishing terms for international sale and export of goods, incorporating domestic commercial law and EU export regulations.

find out more

Horse Sale Contract

A German law-governed contract for the sale and transfer of ownership of a horse, incorporating specific requirements under German animal sales legislation and BGB provisions.

find out more

Registered Agreement For Sale

A notarized property sale agreement under German law that establishes terms for real estate transfer and registration in the German land registry (Grundbuch).

find out more

Simple Real Estate Purchase Contract

A notarized contract under German law for the purchase and sale of real estate property, including essential terms and conditions for property transfer.

find out more

Sub Sale Agreement

A German law-governed agreement managing chain sales transactions through intermediaries, establishing rights and obligations between original seller, intermediary, and end buyer.

find out more

Assignment Of Real Estate Purchase And Sale Agreement

A German law-governed agreement transferring rights and obligations under an existing real estate purchase contract from original purchaser to new purchaser, requiring notarization.

find out more

Camper Purchase Agreement

A German law-governed agreement for the sale and purchase of a camper vehicle, detailing terms, specifications, and ownership transfer conditions.

find out more

Sales Manager Employment Contract

German law-compliant employment contract for sales management positions, covering compensation, targets, and employment terms.

find out more

Legal Real Estate Contract

A notarized contract under German law for the legal transfer of real estate ownership, complying with BGB requirements and German property regulations.

find out more

Letter Of Sale Agreement

A German law-governed agreement documenting the terms and conditions of a sale transaction between parties, compliant with German Civil Code requirements.

find out more

Bill Of Sale Agreement For Car

A German law-compliant agreement documenting the sale and transfer of ownership of a motor vehicle between parties.

find out more

As Is Car Sale Agreement

A German-law governed vehicle sale agreement for "as is" transactions, limiting seller warranties while maintaining compliance with German legal requirements.

find out more

Retail Installment Agreement

A German law-governed agreement for consumer purchases with installment payments, compliant with BGB and EU consumer protection requirements.

find out more

Personal Property Sales Contract

A German law-governed contract for the sale of movable property, compliant with BGB requirements and including essential sale terms and warranty provisions.

find out more

Guaranteed Sale Agreement

A German law-governed agreement that guarantees specific terms and conditions for a sale transaction, ensuring price or completion certainty under German legal framework.

find out more

Business Sale Confidentiality Agreement

German law-governed confidentiality agreement for protecting sensitive information during business sale processes, compliant with GeschGehG and EU regulations.

find out more

As Is Sales Contract

A German law-governed contract for the sale of goods in their current condition, with limited warranties while maintaining compliance with mandatory German legal requirements.

find out more

Commercial Sales Agreement

A comprehensive agreement governing the sale of goods between commercial entities under German law, establishing key terms and conditions for business transactions.

find out more

General Sales Agreement

A German law-governed agreement establishing terms and conditions for commercial sale of goods between businesses, aligned with BGB and HGB requirements.

find out more

Private Car Sale Contract

German law-compliant contract for private vehicle sale between individuals, covering sale terms, vehicle details, and ownership transfer.

find out more

Simple Purchase Contract

A German law-governed Simple Purchase Contract (Kaufvertrag) for the sale and purchase of goods, compliant with BGB requirements.

find out more

Salesperson Contract

German law-compliant employment agreement for sales professionals, covering commission structures, targets, and standard employment terms.

find out more

Sales Referral Agreement

German-law governed agreement establishing terms for business referral relationships and commission payments, compliant with BGB and HGB requirements.

find out more

Loan Sale Agreement

A German law-governed agreement facilitating the sale and transfer of loans between financial institutions, structured to comply with German banking and civil law requirements.

find out more

Lease Sale Agreement

A German law agreement combining lease and sale elements, allowing asset use with payments and subsequent purchase rights.

find out more

Gas Purchase Agreement

German law-governed agreement for the sale and purchase of natural gas, establishing commercial and operational terms between supplier and buyer.

find out more

Company Sale Agreement

A German law-governed agreement documenting the sale and purchase of a company, including all essential terms and transfer mechanics.

find out more

Private Sale Agreement

German law-governed Private Sale Agreement for direct sale transactions between parties, compliant with BGB requirements.

find out more

Partnership Buy Sell Agreement

A German law-governed agreement establishing terms for partnership interest transfers, including buy-out procedures and valuation methods.

find out more

Lease Option Agreement Property For Sale

A German law-governed agreement combining property lease terms with an option for the tenant to purchase the property, subject to specified conditions and timeframes.

find out more

General Sales Contract

A German law-governed contract establishing terms and conditions for sale and purchase of goods, compliant with BGB and HGB requirements.

find out more

Commercial Purchase Agreement

A German law-governed agreement setting out terms for commercial sale and purchase of goods between businesses, aligned with BGB and HGB requirements.

find out more

Retail Sales Agreement

A German law-governed agreement setting out terms and conditions for retail sales transactions between retailers and consumers, compliant with German consumer protection requirements.

find out more

Whole Sale Contract

German law-governed wholesale agreement establishing terms for bulk trading between supplier and buyer, incorporating HGB and BGB requirements.

find out more

Standard Contract Of Sale

A German law-governed Standard Contract of Sale (Kaufvertrag) for the transfer of goods between parties, compliant with BGB requirements.

find out more

Sales And Distribution Agreement

A German law-governed agreement establishing the terms for product distribution between a supplier and distributor, including territory rights, pricing, and commercial terms.

find out more

Independent Sales Rep Agreement

A German law-governed agreement establishing terms for independent sales representation, including commission structures and territorial rights.

find out more

Power Sales Agreement

German law-governed agreement for the sale and purchase of electrical power, establishing commercial and technical terms between power supplier and buyer.

find out more

Binding Sale Agreement

A legally binding agreement under German law that documents the terms and conditions of a sale transaction between parties, governed by the German Civil Code (BGB).

find out more

Simple Sales Contract

A German law-governed Simple Sales Contract for goods transactions, compliant with BGB requirements and applicable EU regulations.

find out more

Retail Sales Contract

A German law-compliant retail sales contract for B2C transactions, incorporating BGB requirements and consumer protection provisions.

find out more

Sale Of Business Contract

A German law-governed agreement for the transfer of business ownership, covering all aspects of the sale transaction including assets, liabilities, and regulatory compliance.

find out more

Consignment Sales Agreement

German law-governed agreement establishing consignment sales arrangement between supplier and seller, defining terms for inventory management, sales, and commission structures.

find out more

Commercial Sales Contract

A German law-governed agreement for commercial sale of goods between businesses, incorporating BGB and HGB requirements.

find out more

Bill Of Sale Agreement

A German law-governed agreement documenting the transfer of ownership of property or goods from seller to buyer, compliant with BGB requirements.

find out more

Software Sales Agreement

A German law-governed agreement for software sales, covering licensing, delivery, warranties, and compliance requirements.

find out more

Real Property Sales Contract

A notarized contract under German law for the sale and transfer of real property ownership, complying with German Civil Code requirements and Land Registry regulations.

find out more

Product Sales Contract

A German law-governed agreement for the sale and purchase of products, compliant with BGB requirements and German commercial law.

find out more

Sales And Marketing Agreement

German law-governed agreement establishing terms for sales and marketing activities between a principal company and its commercial partner.

find out more

Private Sale Contract

A German law-governed contract facilitating private sales transactions, detailing terms of sale, purchase price, and transfer conditions.

find out more

Bill Of Sale For Business

A German law-governed agreement documenting the complete sale and transfer of a business, including assets, operations, and employees.

find out more

Partnership Sale Agreement

German law-governed agreement for the sale and transfer of partnership interests, structured according to German commercial and civil code requirements.

find out more

Sales Employment Contract

German-law governed employment contract for sales professionals, including commission structures and sales-specific terms while ensuring compliance with German labor regulations.

find out more

Sales And Service Agreement

A German law-governed agreement combining product sales and service provision terms, compliant with German Civil and Commercial Codes.

find out more

Motorcycle Purchase Agreement

A German law-compliant agreement for the sale and purchase of a motorcycle, including ownership transfer and registration requirements.

find out more

Sale Of Goods Agreement

A German law-governed agreement setting out terms and conditions for the sale and purchase of goods, compliant with German Civil and Commercial Codes.

find out more

Sales Partnership Agreement

A German law-governed agreement establishing terms and conditions between a principal company and sales partner, defining their commercial relationship and mutual obligations.

find out more

Sales Consultant Contract

A German law-governed agreement establishing the relationship between a company and sales consultant, defining services, compensation, and compliance requirements.

find out more

Sale Leaseback Agreement

A German law-governed agreement combining property sale and leaseback arrangements, enabling property owners to sell their property while retaining occupancy through a lease.

find out more

Credit Sale Agreement

A German law-governed agreement combining asset sale and credit financing terms, compliant with the BGB and German banking regulations.

find out more

Forward Sale Contract

A German law-governed contract establishing terms for future sale and delivery of goods, including pricing, quality, and delivery specifications.

find out more

Forward Sale Agreement

A German law-governed agreement for the future sale and purchase of goods or assets at a predetermined price, with specified delivery and payment terms.

find out more

Consignment Form

A German law-governed document establishing terms for consignment arrangements between a goods owner and seller, compliant with HGB and BGB requirements.

find out more

Buy Sell Agreement

A German law-governed agreement setting out terms and conditions for the sale and purchase of assets, shares, or business, compliant with BGB and HGB requirements.

find out more

Real Estate Agent Contract With Broker

A German law-governed agreement between a property owner/seller and real estate broker, defining service terms and commission structures for property transactions.

find out more

Seller Agreement

A German law-governed agreement establishing the commercial relationship between seller and buyer, including product delivery, pricing, and warranty terms.

find out more

Sales Representative Agreement

A German law-governed agreement establishing terms between a company and its sales representative, compliant with HGB requirements.

find out more

Sales Contract For House

A notarized contract under German law for the sale and transfer of residential property ownership, complying with German Civil Code (BGB) requirements.

find out more

Sales Commission Agreement

A German law-governed agreement establishing terms and commission structure between a principal company and sales representative, compliant with HGB requirements.

find out more

Sales Agent Agreement

A German law-governed agreement establishing a commercial agency relationship between a principal and sales agent, compliant with HGB requirements.

find out more

Sale Of Goods Contract

A German law-governed contract for the sale and purchase of goods, structured according to BGB requirements and incorporating key German commercial practices.

find out more

Real Estate Offer Form

A formal property purchase offer document compliant with German real estate law, outlining key terms and conditions for a proposed property acquisition.

find out more

Purchase And Sale Agreement

A German law-governed agreement documenting the sale and transfer of goods or assets between parties, structured according to BGB requirements.

find out more

Land Sale Contract

A notarized contract under German law for the sale and transfer of real estate ownership, requiring land registry registration and complying with German Civil Code requirements.

find out more

Installment Sales Contract

A German law-governed contract for the sale of goods with payment in installments, incorporating consumer protection provisions and BGB requirements.

find out more

Installment Sale Agreement

A German law agreement for the sale of goods with payment in installments, incorporating retention of title and payment terms under German Civil Code requirements.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: /our-research
Oops! Something went wrong while submitting the form.

³Ò±ð²Ô¾±±ð’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ³Ò±ð²Ô¾±±ð’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our for more details and real-time security updates.