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Stock Redemption Agreement Template for Germany

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Key Requirements PROMPT example:

Stock Redemption Agreement

"I need a Stock Redemption Agreement under German law for our tech startup's buyback of 10,000 shares from a departing co-founder, with payment to be made in three installments over 2025, and including non-compete provisions."

Document background
The Stock Redemption Agreement is a crucial document used when a German company decides to repurchase its own shares from existing shareholders, whether for treasury purposes, capital reduction, or as part of a shareholder exit strategy. This agreement is particularly important in the German legal context due to strict corporate law requirements under the Aktiengesetz regarding share repurchases, including limitations on the amount of share capital that can be repurchased and mandatory shareholder approvals. The document must address specific German legal requirements such as capital maintenance rules, corporate governance approvals, and shareholder rights. It typically includes comprehensive details about the redemption process, valuation methods, tax implications, and necessary regulatory compliance steps.
Suggested Sections

1. Parties: Identification of the company and the selling shareholder(s)

2. Background: Context of the agreement, including current shareholding structure and reason for redemption

3. Definitions: Key terms used throughout the agreement, including specific German legal terminology

4. Subject Matter of Redemption: Details of shares to be redeemed, including number, class, and nominal value

5. Purchase Price: Redemption price calculation method and payment terms

6. Closing Conditions: Prerequisites for the redemption, including necessary corporate approvals

7. Closing Process: Step-by-step procedure for executing the redemption

8. Representations and Warranties: Statements of fact by both parties regarding their capacity and authority

9. Tax Provisions: Treatment of tax implications and responsibilities

10. Confidentiality: Obligations regarding non-disclosure of agreement terms

11. Notices: Communication procedures between parties

12. Governing Law and Jurisdiction: Confirmation of German law application and competent courts

Optional Sections

1. Tag-Along Rights: Include when other shareholders have pre-existing tag-along rights that need to be addressed

2. Drag-Along Rights: Include when there are drag-along provisions that might affect the redemption

3. Special Share Rights: Include when dealing with preferred shares or shares with special rights

4. Corporate Governance: Include when redemption affects management or supervisory board composition

5. Non-Competition: Include when selling shareholder needs to be bound by non-compete obligations

6. Installment Payments: Include when redemption price is to be paid in installments

7. Share Valuation Mechanism: Include when price needs to be determined through specific valuation process

Suggested Schedules

1. Share Certificate Details: Copy or details of share certificates being redeemed

2. Shareholder Resolution: Copy of required shareholder resolutions approving the redemption

3. Calculation of Redemption Price: Detailed methodology and calculations for share valuation

4. Corporate Approvals: Copies of board resolutions and other corporate approvals

5. Due Diligence Findings: Summary of relevant due diligence findings affecting the redemption

6. Tax Clearance: Required tax clearance certificates or documentation

7. Payment Schedule: If applicable, detailed schedule of installment payments

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









































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Relevant Industries

Financial Services

Manufacturing

Technology

Professional Services

Real Estate

Healthcare

Retail

Energy

Telecommunications

Transportation

Consumer Goods

Industrial Products

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Tax

Compliance

Board Secretariat

Shareholder Relations

Investment Relations

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Director

Finance Director

Corporate Development Manager

M&A Director

Shareholder Relations Manager

Treasury Manager

Tax Director

Compliance Officer

Board Member

Managing Director

Investment Relations 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

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