GmbH purchase agreement in Germany

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GmbH purchase agreement in Germany

GmbH purchase agreement in Germany

One of the common questions of our clients is often related to the purchase conditions and how to conclude a GmbH company purchase agreement in Germany. We will answer this question in this article from Wise Business Group.

GmbH purchase agreement in Germany (GmbH Kaufvertrag)

Many of our clients ask us about the conditions for buying a company in Germany and how to close a sales contract. To better understand the steps, it might be better to first know the main elements of the sales contract of a limited liability company in Germany.
A GmbH Kaufvertrag in Germany, which is a purchase agreement for a limited liability company (Gesellschaft mit beschränkter Haftung), usually contains several key elements:

Identification of parties

A GmbH purchase agreement in Germany must clearly identify the buyer (Erwerber) and the seller (Veräußerer) along with their respective details such as name, address, and legal status.

Description of Stocks/Assets in a GmbH purchase agreement in Germany

This section tells exactly what is being bought and sold. For a GmbH, it usually includes the company’s stock, which specifies the number of shares, their class, and any special rights attached to them. Alternatively, it may involve the sale of assets or business units of the GmbH.

Purchase price

The purchase price of the shares or assets sold must be mentioned in the GmbH purchase agreement in Germany. This includes any agreed adjustments, payment terms,, and currencies involved.

Representations and Warranties

Both parties usually make warranties about various aspects of the transaction. The seller may warrant that he has the legal authority to sell the shares/property and that there are no undisclosed liabilities. The buyer may warrant that he has the necessary funds and approvals to complete the purchase.

Pre-conditions of a GmbH purchase agreement in Germany

These conditions must be met before a transaction can be made. For example, obtaining regulatory approvals, shareholder consent, or third-party consent.

Closing Mechanisms

The contract should specify the process of completion of the transaction. It includes date and place of closing, transfer of shares/ assets, and other necessary steps. This may require due diligence on the buyer or obtaining necessary approvals.

Post-Closing Obligations

This section may include provisions for the seller to assist with the transition. They may include access to records or employees, and any ongoing obligations or liabilities.

Confidentiality and non-competition

There may be clauses regarding the confidentiality of the transaction and agreements not to compete with the sold business for a certain period.

Governing Law and Jurisdiction

The contract usually specifies which laws govern the agreement and which court has jurisdiction in the event of a dispute.


Finally, the agreement must be signed and dated by authorized representatives of both parties. Its purpose is to indicate their acceptance and commitment to the terms.

Important note about a GmbH purchase agreement in Germany

It is just an overview and the specific content of a GmbH Kaufvertrag can vary depending on the circumstances. It is always advisable to consult a lawyer specializing in German corporate and contract law to ensure that your agreement is comprehensive and legally valid.

Our team can also help you prepare a sales contract for your GmbH company in Germany that is legally valid and reliable. For more information, contact us through the following WhatsApp link.

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