Conversion Agreement Generator for Germany

The Conversion Agreement is a crucial document used when a company needs to change its legal form under German law, such as converting from a GmbH to an AG or vice versa. This document is governed by the strict requirements of the German Transformation Act (Umwandlungsgesetz) and must address various aspects including asset transfer, employee rights, shareholding structures, and corporate governance. The agreement requires careful preparation to ensure compliance with German corporate law, tax implications, and registration requirements. It typically involves multiple stakeholders and requires notarization before being submitted to the Commercial Register. The conversion process can have significant implications for the company's operations, tax status, and stakeholder relationships.

1. Parties: Identification of the converting entity and all relevant stakeholders

2. Background: Context of the conversion, including current legal form and intended new legal form

3. Definitions: Key terms used throughout the agreement

4. Subject Matter of Conversion: Clear statement of the type of conversion and scope

5. Effective Date: Specification of the conversion effective date and fiscal year transition

6. Capital Structure: Details of share capital, shareholdings, and their treatment post-conversion

7. Transfer of Assets and Liabilities: Comprehensive listing of assets and liabilities being transferred

8. Treatment of Employees: Provisions regarding the transfer of employment relationships

9. Corporate Governance: New management structure and corporate governance framework

10. Representations and Warranties: Statements regarding legal status, authority, and accuracy of information

11. Registration and Implementation: Steps for implementing the conversion and registration requirements

12. Costs and Taxes: Allocation of conversion-related costs and tax provisions

13. Notices: Communication procedures between parties

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

15. Execution: Signature blocks and execution requirements