Document background
The Share Sale and Purchase Agreement is a fundamental document in corporate transactions under German law, used when transferring ownership of shares in private or public companies. It must comply with specific requirements of German corporate law, including the Bürgerliches Gesetzbuch (BGB), Handelsgesetzbuch (HGB), and either the GmbH-Gesetz or Aktiengesetz, depending on the company type. The agreement comprehensively addresses all aspects of the share transfer, from purchase price and payment terms to warranties and indemnities. For GmbH shares, the agreement requires notarization, while for AG shares, different formalities apply. The document typically includes detailed provisions on conditions precedent, completion mechanics, and post-completion obligations, reflecting both German legal requirements and international best practices in M&A transactions.
