Document background
The Company Selling Agreement is a fundamental transaction document used in German M&A practice for the sale and acquisition of companies or business entities. It serves as the primary contract governing the transfer of ownership and establishing the rights and obligations of all parties involved. This document is essential when conducting business sales in Germany, whether for share deals or asset deals, and must comply with German corporate law requirements, including specific formalities such as notarization for share transfers in GmbH transactions. The agreement typically includes detailed provisions covering purchase price mechanisms, warranties, indemnities, closing conditions, and employee matters, while addressing specific German legal requirements such as works council consultation rights and merger control regulations. It is particularly important to note that under German law, certain aspects of company sales may require mandatory forms or governmental approvals, which this agreement must account for.
