Business Transfer Agreement Template for Germany

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Key Requirements PROMPT example:

Business Transfer Agreement

"I need a Business Transfer Agreement for the sale of my manufacturing company in Munich to a French industrial group, with special attention to employee transfer provisions and machinery assets, planned for completion by March 2025."

Document background
The Business Transfer Agreement is a crucial document used in German business acquisitions when one entity wishes to transfer its business operations to another. This agreement is particularly significant under German law due to specific legal requirements, especially regarding employee transfers under Section 613a BGB and strict data protection regulations. It is commonly used in various scenarios including corporate restructuring, business unit divestitures, and strategic acquisitions. The document must address numerous aspects including asset transfer, employee rights, liability allocation, warranties, and regulatory compliance, while ensuring adherence to German corporate, employment, tax, and competition laws. The agreement's structure and content are influenced by German legal requirements and business practices, making it distinct from similar agreements in other jurisdictions.
Suggested Sections

1. Parties: Identification of the transferor and transferee, including full legal names and registration details

2. Background: Context of the transaction, description of the business being transferred, 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 assets, business and liabilities being transferred

5. Purchase Price: Purchase price, payment terms, adjustments, and calculation mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business conduct requirements

8. Completion: Mechanics of completion, including timing, location, and actions required

9. Employee Matters: Provisions regarding the transfer of employees under Section 613a BGB and related obligations

10. Warranties: Seller's warranties regarding the business, assets, and liabilities being transferred

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

12. Confidentiality and Announcements: Obligations regarding confidential information and public communications

13. Post-Completion Obligations: Ongoing obligations after completion, including transition services if applicable

14. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

Optional Sections

1. Non-Competition: Restrictions on seller's competing activities - include when seller could potentially compete post-transfer

2. Intellectual Property Rights: Specific provisions for IP transfers - include when significant IP assets are involved

3. Real Estate: Specific provisions for property transfers - include when real estate is a significant part of the transfer

4. Data Protection: Detailed GDPR compliance provisions - include when significant personal data is involved

5. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks

6. Transition Services: Terms for post-completion services - include when seller will provide support post-completion

7. Works Council Provisions: Specific provisions regarding works council involvement - include when works council exists

8. Bank Guarantees: Requirements for bank guarantees - include when payment security is required

Suggested Schedules

1. Business Assets: Detailed list of all tangible and intangible assets being transferred

2. Excluded Assets: List of assets explicitly excluded from the transfer

3. Employees: List of transferring employees and their key employment terms

4. Material Contracts: List of key contracts being transferred

5. Properties: Details of any real estate included in the transfer

6. Intellectual Property: Schedule of IP rights being transferred

7. Warranties: Detailed warranties given by the seller

8. Completion Obligations: Detailed list of documents and actions required at completion

9. Form of Transfer Documents: Templates of various transfer documents required at completion

10. Purchase Price Adjustment: Detailed mechanics for any purchase price adjustments

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 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

Retail

Technology

Professional Services

Healthcare

Real Estate

Construction

Hospitality

Automotive

Energy

Financial Services

Telecommunications

Media and Entertainment

Transportation and Logistics

Industrial Services

Relevant Teams

Legal

Finance

Human Resources

Tax

Operations

Compliance

Risk Management

Business Development

Mergers & Acquisitions

Corporate Development

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Head of Legal

Corporate Lawyer

M&A Director

Business Development Director

HR Director

Finance Director

Tax Director

Operations Director

Integration Manager

Due Diligence Manager

Compliance Officer

Risk Manager

Commercial Director

Industries
German Civil Code (Bürgerliches Gesetzbuch - BGB): Contains fundamental principles of contract law, including formation, performance, and termination of contracts, as well as general provisions on sales and transfers of assets
German Commercial Code (Handelsgesetzbuch - HGB): Governs commercial transactions and business relationships between merchants, including provisions on business transfers and commercial register requirements
Section 613a of the German Civil Code: Specific provision governing the transfer of employment relationships in case of business transfers, ensuring automatic transfer of employment relationships and protection of employees
German Act Against Unfair Competition (Gesetz gegen den unlauteren Wettbewerb - UWG): Regulates competition law aspects of business transfers and prevents unfair competitive practices
German Act Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen - GWB): Covers merger control and antitrust aspects of business transfers, including notification requirements for larger transactions
General Data Protection Regulation (GDPR) and German Federal Data Protection Act (Bundesdatenschutzgesetz - BDSG): Govern the transfer of personal data in business transfers and ensure compliance with data protection requirements
German Corporate Income Tax Act (Körperschaftsteuergesetz - KStG): Regulates tax implications of business transfers for corporations
German Value Added Tax Act (Umsatzsteuergesetz - UStG): Governs VAT aspects of business transfers and potential VAT exemptions
German Real Estate Transfer Tax Act (Grunderwerbsteuergesetz - GrEStG): Applies to transfers of real estate as part of business transfers
Works Constitution Act (Betriebsverfassungsgesetz - BetrVG): Regulates involvement of works councils in business transfers and required information/consultation procedures
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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