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Purchase and Sale Agreement GmbH Share

Register of Authors no. ______

Negotiated on _____________ 2001

in Frankfurt am Main

The following appeared before

the undersigning notary

xxxxx

having her official residence in

xxxxx

xxxx, lawyer, born xxxx, place of business c/o xxxxx, xxxx, xxxxx.xxxxx declared that he was not acting in his own name but on the basis of the submitted powers of attorney dated _________ , however, without assuming any liability for

__________________

__________________

The person appearing is personally known to the notary.

The person appearing requested the authentication of the following contract on the assignment and the sale of a business share.

The person appearing determined that a preliminary draft was not available to the notary according to § 3 clause 7 BeurkG (Authentication Act).

The company has irrevocably consented to the sale and the assignment of the business share described in § 1 paragraph 1 of the following contract, in which this record is attached to the declaration as an appendix.

Agreement

on the sale and assignment of a business share

in

_________ GmbH

(Company)

between

_______________

(Seller)

- xxxxx -

and

_____________________

(Buyer)

- xxxxxx -

Preamble

With a business share to the nominal value of EURO 25,000.00 (EURO twenty-five thousand) the Seller is a partner in ___ GmbH, registered in the Commercial Register of the County Court of Frankfurt am Main HRB ______ with a total share capital to a nominal value of EURO 25,000.00 (EURO twenty-five thousand). All cash deposits have been paid in.

The Buyer would like to acquire a business share from the Seller to the value of EURO 25,000.00 (EURO twenty-five thousand) in the company. The Seller would like to sell the Buyer a share to the value of EURO 25,000.00 (EURO twenty-five thousand) in the company.

Having said this the parties are concluding the following contract:

§ 1  Sale and assignment of the business share

1.        As stated below, the Seller is herewith selling to the Buyer and the Buyer is herewith buying from the Seller a business share to the nominal value of EURO 25,000.00 (EURO twenty-five thousand) together with all the rights to the business share owing to the Seller or connected to this (hereinafter referred to as business share).

2.    The Seller is herewith assigning to the Buyer the business share described in § 1 paragraph 1 to the nominal value of EURO 25,000.00 (EURO twenty-five thousand). The Buyer herewith accepts the assignment of this business share.

3.    The Buyer acquires the business share with effect of the time of the authentication.

§ 2 Purchase price

       The purchase price for the sold business share amounts to EURO 25,000.00 (EURO twenty-five thousand). The purchase price is due for payment after the authentication of this contract.

§ 3 Profits

The Buyer is entitled to the company profit for the current fiscal year, which is allotted to the Buyer's business share. The same applies to the profits from the previous fiscal years which haven't been distributed among the partners. 

§ 4 Assurance

1.        The Seller herewith guarantees that the business share sold in this Contract does not represent the whole or an essential part of his assets, is not encumbered with third-party rights and that this business share is at his free disposal. Moreover, the Seller assumes no liability whatsoever.

2.    The Buyer guarantees that he is aware of all existing and pending contracts and legal disputes from the company, as well as the balance sheets and profit and loss accounts and that he has been given comprehensive information on the company. The Seller guarantees that he has informed the buyer comprehensively. In view of the Buyer's and Seller's insurance policies, the parties waive all mutual warranty claims.

§ 5 Place of fulfilment, court of jurisdiction, choice of law

1.    Place of fulfilment and court of jurisdiction is xxxxx.

2.    It is agreed that the law of the Federal Republic of Germany shall apply.

§ 6 Miscellaneous

1.    Providing further legal acts are required to implement this Contract, these shall be performed by the parties.

2.    This Contract including appendices contains all the agreements from the parties concluding the Contract, additional assurances or declarations do not exist. Amendments to this Contract need to be done in writing.

3.    The costs for the notarial authentication shall be borne by the Buyer.

4.    Any invalid or impracticable terms in this Contract shall not affect the validity of the remaining terms. Invalid or impracticable terms are to be retrospectively replaced by valid or practicable terms which come closest to the economic purpose of the invalid or impracticable terms. 

The notary is requested to notify Cellulink GmbH of the transfer of the business share according to § 16 GmbHG (Limited Liability Company Act).

The notary informed the person appearing of the following,

·        the Buyer has unlimited liability for cash deposits not made and missing amounts from incomplete non-cash capital contributions by the Seller and all other partners;

·        the above transfer could be subject to real property acquisition tax provided a domestic property belongs to the assets of the company (§ 1 paragraph 2a and 3 GrEStG (Real Property Acquisition Tax Act)). The contracting parties declare that the company has no landed property at its disposal.

The object value of this record amounts to EURO 25,000.00

This record was read out to the person present, approved by him and signed by him in his own handwriting as follows:

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