Document background
The Entity Purchase Agreement is the primary transaction document used for acquiring businesses in Germany, whether through share deals or the purchase of entire corporate entities. This document is essential when one company wishes to acquire another entity and must comply with German corporate law requirements, including specific provisions of the German Civil Code (BGB), Commercial Code (HGB), and relevant corporate statutes. The agreement typically requires notarization, particularly for GmbH share transfers, and must address specific German law considerations such as liability concepts, warranty restrictions, and merger control requirements. It contains detailed provisions on purchase price mechanics, representations and warranties, conditions precedent, closing mechanics, and post-closing obligations. The document is crucial for ensuring legal certainty in corporate transactions and protecting both parties' interests while maintaining compliance with German regulatory requirements.
