Document background
The Company Separation Agreement is a crucial document used in German corporate restructuring when two or more companies or business units need to formally separate their operations, assets, and obligations. This document becomes necessary during corporate divorces, spin-offs, carve-outs, or when joint ventures are dissolved. It must comply with German corporate law, including the GmbH-Gesetz, Aktiengesetz, and relevant provisions of the Handelsgesetzbuch (HGB). The agreement comprehensively addresses all aspects of the separation, from asset division and employee transfers to intellectual property rights and ongoing obligations. It includes specific provisions required under German law, such as works council considerations and strict data protection requirements. The document serves as both a roadmap for executing the separation and a reference point for managing post-separation relationships and obligations.
