Shareholder Buy Sell Agreement Template for Germany

Create a bespoke document in minutes, or upload and review your own.

4.6 / 5

4.8 / 5

Let's create your Shareholder Buy Sell Agreement

1. Select your governing law and document type:

2. Enter your key requirements:

3. Create your document to edit, review or download

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Shareholder Buy Sell Agreement

"I need a Shareholder Buy-Sell Agreement for our family-owned GmbH manufacturing business in Munich, with specific provisions for succession planning and life insurance funding to ensure smooth transition between generations."

Document background

This document serves as a crucial governance tool for German companies (GmbH or AG) seeking to establish clear protocols for share transfers and ownership transitions. A Shareholder Buy Sell Agreement becomes essential when companies want to maintain control over ownership changes, protect business continuity, and ensure smooth succession planning. The agreement must comply with German corporate law requirements, including specific formalities such as notarization. It typically includes provisions for determining share value, payment mechanisms, and triggering events such as death, retirement, or voluntary exit of shareholders. The document is particularly important for closely-held companies and family businesses operating under German jurisdiction, where maintaining control over ownership is crucial.

Suggested Sections

1. Parties: Identification of all current shareholders and the company, including full legal names, registration details, and addresses

2. Background: Context of the agreement, current shareholding structure, and purpose of implementing the buy-sell provisions

3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Fair Market Value', 'Trigger Event', and 'Qualified Transfer'

4. Transfer Restrictions: General limitations on share transfers and requirements for permitted transfers

5. Trigger Events: Comprehensive list of events that activate the buy-sell provisions (death, disability, retirement, termination of employment, etc.)

6. Purchase Price and Valuation: Methodology for determining the purchase price of shares, including valuation formulas and procedures

7. Payment Terms: Structure and timing of payments, including any installment provisions and security requirements

8. Right of First Refusal: Procedures and timeframes for existing shareholders to purchase shares before they can be offered to third parties

9. Tag-Along and Drag-Along Rights: Provisions protecting minority shareholders and enabling majority shareholders to facilitate company sale

10. Notice Requirements: Formal procedures for providing notice of trigger events and transfer intentions

11. Governing Law and Jurisdiction: Specification of German law application and competent courts

12. General Provisions: Standard clauses including severability, entire agreement, and amendments

Optional Sections

1. Life Insurance Provisions: Details of life insurance policies funding purchase obligations in case of death, recommended for family businesses

2. Disability Insurance Provisions: Specifications for disability insurance funding, relevant when shareholders are active in management

3. Special Rights for Family Members: Additional provisions for family succession planning, applicable in family-owned businesses

4. Mediation and Arbitration: Alternative dispute resolution procedures, recommended for closely-held companies

5. Non-Competition Clauses: Restrictions on competing activities after share transfers, relevant for operational shareholders

6. Put and Call Options: Additional share transfer mechanisms, useful for professional investor scenarios

7. Tax Treatment: Specific provisions addressing tax implications of transfers, recommended for complex ownership structures

8. Management Provisions: Governance arrangements following trigger events, relevant for operational shareholders

Suggested Schedules

1. Current Shareholding Structure: Detailed breakdown of current share ownership and classes of shares

2. Valuation Formula: Specific calculation methods and examples for share valuation

3. Form of Transfer Notice: Template for formal notice of intention to transfer shares

4. Life Insurance Policies: Details of existing life insurance policies and beneficiary arrangements

5. Specimen Share Certificate: Template of company share certificate with transfer restrictions noted

6. Corporate Structure Chart: Visual representation of company ownership and related entities

7. Agreed Form of Deed of Adherence: Template for new shareholders to become bound by the agreement

8. List of Key Company Assets: Inventory of significant company assets affecting valuation

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Manufacturing

Technology

Professional Services

Retail

Real Estate

Healthcare

Financial Services

Construction

Media and Entertainment

Energy

Agriculture

Transportation and Logistics

Hospitality

Education

Relevant Teams

Legal

Corporate Governance

Finance

Executive Leadership

Compliance

Corporate Development

Investment

Business Development

Risk Management

Strategy

Relevant Roles

Chief Executive Officer

Managing Director

Chief Financial Officer

General Counsel

Corporate Secretary

Board Member

Shareholder

Legal Director

Business Owner

Founder

Partner

Corporate Lawyer

Investment Manager

Finance Director

Compliance Officer

Business Development Director

Find the exact document you need

Website Sale Agreement

German law-governed agreement for the sale and transfer of website ownership, including all associated digital assets and compliance requirements.

How a Sales & Marketing Lead uses Genie AI to reduce contract drafting time by 95%

Let's create your Shareholder Buy Sell Agreement

Authors

Alex Denne

Find the exact document you need

Website Sale Agreement

Securities Purchase Agreement

Binding Purchase Agreement

Equity Investment Contract

For Sale By Owner Real Estate Purchase Agreement

Used Car Purchase Agreement

Shares Agreement

Car Lease To Own Agreement

Auto Purchase Agreement

Business Sale Contract

Public Offer Agreement

Buyback Agreement

Vehicle Hire Purchase Agreement

Website Purchase Agreement

Model Asset Purchase Agreement

Lease Agreement With Option To Purchase

Contingent Purchase Agreement

Conditional Purchase Agreement

Auto Purchase Contract

Artwork Purchase Agreement

Agreement For Advance Payment For Purchase Of Goods

Advance Agreement For Land Purchase

Standard Purchase Agreement

Private Sale Purchase Agreement

Partnership Purchase Agreement

Cross Purchase Agreement

Buy Tenancy Agreement

Basic Real Estate Purchase Agreement

Real Estate Sales Agreement Form

Residential Resale Condominium Property Purchase Contract

Purchasers Agreement

Vehicle Purchase Contract

Short Form Real Estate Purchase Agreement

Offer To Purchase And Contract

Stock Buyout Agreement

Vehicle Purchase Agreement With Down Payment

Timeshare Purchase Agreement

Private Party Car Sale Contract

Offer To Purchase Real Estate Form Private Sale

Multi Family Purchase And Sale Agreement

Lease Option Agreement Contract

Business Buyout Agreement

Basic Real Estate Contract

Real Estate Buyers Contract

Non Binding Purchase Agreement

Model Stock Purchase Agreement

Commercial Sale Contract

Purchase Agreement Car Dealership

Option Purchase Agreement Film

Corporate Purchase Agreement

Agreement For Purchase Of Flat With Builder

Residential Lease Agreement With Option To Purchase

Promissory Purchase And Sale Agreement

Simple Offer To Purchase Real Estate Form

Equipment Purchase And Installation Agreement

Employee Laptop Purchase Agreement

Trailer Purchase Agreement

Simple Buy Sell Agreement

Partnership Interest Purchase Agreement

Quota Purchase Agreement

General Purchase Agreement

Rental Purchase Agreement

Provisional Agreement For Sale And Purchase

Residential Sales Contract

Price Purchase Agreement

Prepaid Forward Purchase Agreement

Goods Purchase Agreement

Founder Stock Purchase Agreement

Business Sell Agreement

Vehicle Purchase Agreement With Monthly Payments

Shareholder Buy Sell Agreement

Preferred Stock Purchase Agreement

Pre Purchase Agreement

Simple Vacant Land Purchase Agreement

Simple Asset Purchase Agreement