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Company Share Transfer Form

Company Share Transfer Form Template for Germany

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Key Requirements PROMPT example:

Company Share Transfer Form

"I need a Company Share Transfer Form under German law for transferring 40% of shares in our tech startup from a retiring founder to three new investors, with an earn-out clause based on 2025 performance metrics and special provisions for intellectual property rights."

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Document background
The Company Share Transfer Form is a crucial document in German corporate transactions, used whenever ownership of company shares needs to be transferred between parties. It is particularly important in mergers and acquisitions, corporate restructuring, and succession planning. This document must comply with specific requirements under German law, including the German Limited Liability Companies Act (GmbHG) and the German Civil Code (BGB). The transfer form must be notarized to be legally valid and typically includes detailed information about the parties, the shares being transferred, purchase price, warranties, and completion mechanics. It serves as the primary instrument for documenting and executing share transfers in German companies, whether for small private transactions or as part of larger corporate deals.
Suggested Sections

1. Parties: Identification of the transferor(s) and transferee(s) with full legal names, registration details, and addresses

2. Background: Context of the transfer, including details about the company whose shares are being transferred

3. Definitions: Key terms used throughout the agreement

4. Subject Matter of Transfer: Precise description of the shares being transferred, including number, nominal value, and share numbers if applicable

5. Purchase Price: The agreed consideration for the transfer, payment terms, and payment method

6. Closing Conditions: Prerequisites that must be fulfilled before the transfer becomes effective

7. Representations and Warranties: Basic warranties regarding share ownership, authority to transfer, and absence of encumbrances

8. Completion: Steps to be taken to complete the transfer, including timing and formal requirements

9. Costs: Allocation of costs including notary fees and transfer taxes

10. Notices: Communication procedures between parties

11. Governing Law: Confirmation of German law as governing law and jurisdiction

12. Execution: Formal execution block for notarization

Optional Sections

1. Tag-Along Rights: Include when existing shareholders retain rights to participate in future sales

2. Non-Competition: Include when the transferor needs to be restricted from competing

3. Earn-Out Provisions: Include when part of the purchase price is contingent on future performance

4. Employee Matters: Include when the transfer affects employment relationships

5. Tax Indemnities: Include when specific tax risks need to be allocated

6. Existing Shareholder Loans: Include when there are outstanding shareholder loans to be addressed

7. Intellectual Property Rights: Include when IP ownership needs to be specifically addressed

8. Real Estate: Include when the company owns significant real estate assets

Suggested Schedules

1. Company Details: Extract from the commercial register showing current registration details

2. Share Certificate: Copies of share certificates being transferred (if issued)

3. Shareholder Resolution: Approval of the transfer by other shareholders if required

4. Purchase Price Calculation: Detailed breakdown of how the purchase price was determined

5. Encumbrances: List of any existing encumbrances on the shares

6. Power of Attorney: If any party is acting through an attorney

7. Due Diligence Findings: Summary of key due diligence findings affecting the transfer

8. Compliance Certificates: Relevant regulatory or tax compliance certificates

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Clauses
Share Transfer
Purchase Price
Payment Terms
Representations and Warranties
Conditions Precedent
Completion Obligations
Notarization Requirements
Pre-emption Rights
Confidentiality
Non-Competition
Tax Matters
Costs and Expenses
Governing Law and Jurisdiction
Force Majeure
Assignment
Notices
Entire Agreement
Severability
Amendment
Third Party Rights
Further Assurance
Shareholder Approval
Due Diligence
Indemnification
Employee Matters
Intellectual Property
Data Protection
Regulatory Compliance
Dispute Resolution
Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Professional Services

Retail

Healthcare

Energy

Transportation

Construction

Telecommunications

Media & Entertainment

Agriculture

Mining & Resources

Education

Relevant Teams

Legal

Corporate Finance

Mergers & Acquisitions

Corporate Governance

Tax

Compliance

Treasury

Corporate Development

Executive Leadership

Business Development

Finance

Risk Management

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Corporate Lawyer

Legal Counsel

Company Secretary

M&A Director

Investment Manager

Corporate Development Manager

Finance Director

Business Development Director

Compliance Officer

Tax Manager

General Counsel

Board Member

Shareholder Relations Manager

Industries
German Limited Liability Companies Act (GmbHG): Primary legislation governing GmbH companies, including §15 which requires share transfers to be executed in notarial form
German Civil Code (BGB): Contains fundamental contract law principles and formal requirements for legal transactions, particularly §§ 311, 925 regarding contracts and formal requirements
German Commercial Code (HGB): Regulates commercial transactions and documentation requirements for businesses, including §§ 238-263 regarding commercial documentation
German Stock Corporation Act (AktG): Relevant if dealing with stock corporations (AG), governs transfer of shares in stock corporations
German Real Estate Transfer Tax Act (GrEStG): Applicable if the share transfer involves real estate holding companies or results in significant ownership changes
German Notarisation Act (BeurkG): Sets out requirements for notarial authentication of share transfer agreements
German Foreign Trade and Payments Act (AWG): Relevant for international share transfers, especially regarding foreign investment restrictions
German Income Tax Act (EStG): Governs taxation aspects of share transfers, including capital gains tax implications
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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