The Simple Share Purchase Agreement under German law is a fundamental document used for transferring ownership of shares in a company from one party to another. This document is particularly important in the German legal context due to specific formal requirements, especially for GmbH shares which require notarization. The agreement is typically used for straightforward share transfers where the transaction structure is relatively uncomplicated and the target company is a private entity. It includes essential provisions required under German law such as clear identification of the parties, precise description of the shares being transferred, purchase price mechanisms, and basic warranties. The document must comply with the German Civil Code (BGB), Commercial Code (HGB), and relevant corporate laws, while following established market practice for share transfers in Germany.
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1. Parties: Identification of the seller(s) and purchaser(s) with full legal details as required under German law
2. Background: Context of the transaction, description of the target company and shares being sold
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including identification of shares being sold and purchase price
5. Purchase Price: Detailed provisions on purchase price, payment mechanics, and any adjustments
6. Closing Conditions: Conditions precedent to closing, including regulatory approvals if required
7. Closing: Mechanics and formalities of closing, including required notarization process
8. Seller's Warranties: Standard warranties regarding ownership, authority, and target company
9. Purchaser's Warranties: Basic warranties regarding authority and ability to complete transaction
10. Liability and Indemnification: Provisions governing breach of warranties and indemnification obligations
11. Confidentiality: Obligations regarding transaction confidentiality and announcement restrictions
12. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
13. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Purchase Price Adjustment: Detailed mechanisms for post-closing price adjustments based on closing accounts or other metrics
2. Earn-out Provisions: Structure for additional payments based on future performance, if applicable
3. Employee Matters: Specific provisions regarding key employees or employee-related liabilities
4. Real Estate: Specific provisions for companies with significant real estate holdings
5. Tax Indemnity: Specific tax-related indemnities and allocation of tax risks
6. Non-Competition: Restrictions on seller's competitive activities post-closing
7. Transition Services: Arrangements for post-closing services provided by seller
8. Material Contracts: Specific provisions regarding key contracts requiring consent or special handling
1. Details of the Target Company: Corporate information, shareholding structure, and subsidiaries
2. Shares Being Transferred: Detailed description of shares including share numbers and certificates
3. Purchase Price Calculation: Detailed breakdown of purchase price components and calculations
4. Closing Actions: Checklist of all required closing deliverables and actions
5. Seller's Warranties: Full list of detailed warranties given by the seller
6. Material Contracts: List and details of key contracts affecting the target company
7. Real Estate: Details of owned and leased properties
8. Intellectual Property: List of IP rights owned or licensed by the target company
9. Employee Information: Key employment terms and agreements
10. Required Consents: List of third-party and regulatory consents required
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