Company Equity Share Agreement Template for Germany

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Key Requirements PROMPT example:

Company Equity Share Agreement

"I need a Company Equity Share Agreement to transfer 25% of shares in my German technology startup to a new investor, including tag-along rights and anti-dilution protection for existing shareholders."

Document background
The Company Equity Share Agreement serves as a fundamental document in German corporate transactions, used whenever there is a transfer, sale, or issuance of company shares. This document is particularly crucial in scenarios including company investments, strategic partnerships, employee participation programs, or corporate restructuring. Under German law, such agreements must comply with strict formal requirements, including notarization for GmbH share transfers and specific provisions of the Stock Corporation Act (Aktiengesetz) or Limited Liability Companies Act (GmbH-Gesetz). The agreement typically includes detailed provisions on share valuation, transfer mechanisms, shareholder rights and obligations, corporate governance, and various protective clauses for different shareholder groups. It's an essential tool for maintaining clear ownership structures and preventing future disputes while ensuring compliance with German corporate law requirements.
Suggested Sections

1. Parties: Identification of the company, existing shareholders, and new shareholders

2. Background: Context of the agreement, including company information and purpose of share transfer

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

4. Share Capital and Ownership Structure: Details of company's share capital, classes of shares, and current ownership distribution

5. Transfer of Shares: Terms and conditions of the share transfer, including purchase price and payment terms

6. Representations and Warranties: Statements and guarantees from both parties regarding their capacity, authority, and share ownership

7. Closing Conditions: Prerequisites that must be met before the share transfer can be completed

8. Shareholders' Rights and Obligations: Detailed rights and responsibilities of shareholders post-transfer

9. Corporate Governance: Management structure and decision-making processes

10. Confidentiality: Obligations regarding confidential information

11. Term and Termination: Duration of the agreement and circumstances for termination

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

13. Miscellaneous: Standard provisions including severability, entire agreement, and amendments

Optional Sections

1. Tag-Along Rights: Optional provision giving minority shareholders the right to join in sale of shares by majority shareholders

2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in sale of shares

3. Anti-Dilution Protection: Protection mechanisms for existing shareholders in case of new share issuances

4. Right of First Refusal: Provisions giving existing shareholders priority rights to purchase shares being sold

5. Put and Call Options: Optional rights for shareholders to sell (put) or buy (call) shares under specific conditions

6. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation

7. Deadlock Resolution: Procedures for resolving shareholder disputes and deadlocks

Suggested Schedules

1. Share Capital Structure: Detailed breakdown of share classes, nominal values, and ownership percentages

2. Shareholders List: Complete list of shareholders with their respective shareholdings

3. Articles of Association: Current version of the company's articles of association

4. Shareholders' Resolution: Resolution approving the share transfer

5. Share Transfer Form: Official form for recording the transfer in company records

6. Due Diligence Findings: Summary of key due diligence findings if applicable

7. Valuation Report: Independent valuation of shares if applicable

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

Technology

Manufacturing

Professional Services

Financial Services

Healthcare

Real Estate

Retail

Energy

Transportation

Media and Entertainment

Telecommunications

Life Sciences

Construction

Agriculture

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Compliance

Corporate Governance

Investment

Business Development

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Lawyer

Investment Manager

Corporate Secretary

Managing Director

Board Member

Legal Counsel

Compliance Officer

Corporate Development Manager

Investment Director

Shareholder Relations Manager

Business Development Director

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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