Partnership Interest Purchase Agreement Template for Germany

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Key Requirements PROMPT example:

Partnership Interest Purchase Agreement

"I need a Partnership Interest Purchase Agreement under German law for selling 40% of my interest in a Berlin-based professional services partnership, where I will remain as a managing partner after the sale, with completion planned for March 2025."

Document background
The Partnership Interest Purchase Agreement is a crucial document used when transferring ownership interests in German partnerships, whether they are general partnerships (oHG), limited partnerships (KG), or professional partnerships. This agreement is essential for documenting the legal and commercial terms of the transfer, ensuring compliance with German partnership law, commercial law (HGB), and civil code (BGB) requirements. It's particularly important as partnership transfers in Germany often require specific formalities, including notarization and regulatory approvals. The document typically includes detailed provisions on purchase price, warranties, pre- and post-completion obligations, and various regulatory compliance matters. It's commonly used in business succession planning, strategic investments, or restructuring scenarios, and must carefully address German-specific legal requirements such as partner consent rights, competition law compliance, and tax implications.
Suggested Sections

1. Parties: Identification of the seller(s) and purchaser(s) of the partnership interest

2. Background: Context of the transaction, description of the partnership, and current ownership structure

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including the specific partnership interest being sold and purchased

5. Purchase Price: Amount, currency, and structure of the purchase price

6. Payment Terms: Timing and method of payment, including any escrow arrangements

7. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

8. Seller's Warranties: Representations and warranties given by the seller regarding the partnership interest and partnership

9. Purchaser's Warranties: Representations and warranties given by the purchaser

10. Pre-Completion Obligations: Obligations of the parties between signing and completion

11. Completion: Process and requirements for completing the transfer

12. Post-Completion Obligations: Obligations of the parties after completion

13. Confidentiality: Provisions regarding confidential information and announcements

14. Notices: Process for formal communications between parties

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

16. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments

Optional Sections

1. Tax Matters: Detailed provisions regarding tax indemnities and allocations - include when tax implications are significant

2. Real Estate Provisions: Specific provisions related to real estate owned by the partnership - include when partnership owns significant real estate

3. Competition Compliance: Provisions addressing merger control requirements - include when transaction meets relevant thresholds

4. Employees: Provisions regarding partnership employees - include when employment matters are significant

5. Intellectual Property: Specific provisions regarding IP rights - include when IP is a material asset

6. Environmental Matters: Environmental warranties and indemnities - include when partnership has environmental exposures

7. Bank Financing: Provisions regarding any bank financing arrangements - include when purchase is externally financed

8. Management Provisions: Provisions regarding ongoing management - include when seller retains management role

Suggested Schedules

1. Partnership Information: Detailed information about the partnership, including registration details and business address

2. Current Partnership Agreement: Copy of the current partnership agreement

3. Financial Statements: Recent financial statements of the partnership

4. Properties: List and details of any real estate owned by the partnership

5. Material Contracts: List and copies of material contracts

6. Intellectual Property Rights: Details of IP owned or licensed by the partnership

7. Completion Requirements: Detailed list of completion deliverables and requirements

8. Form of Transfer Deed: Form of partnership interest transfer deed compliant with German law requirements

9. Warranties: Detailed warranties schedule

10. Disclosure Letter: Seller's disclosures against warranties

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

Relevant legal definitions
Clauses
Relevant Industries

Real Estate

Professional Services

Manufacturing

Technology

Healthcare

Energy

Infrastructure

Financial Services

Agriculture

Construction

Retail

Hospitality

Relevant Teams

Legal

Finance

Tax

Compliance

Corporate Development

Business Development

Investment

Due Diligence

Corporate Secretariat

Risk Management

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

Partnership Manager

Managing Partner

Finance Director

Tax Director

Business Development Director

Investment Manager

Compliance Officer

Due Diligence Manager

Corporate Secretary

Transaction Manager

Industries
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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