The Purchase and Sale of Companies in Germany - 4.2.3 Purchase Contract - Acquis

In addition to the purchase of a company by means of an asset deal, there is lso a second basic form of a company acquisition, namely the acquisition of an interest. A purchase of shares takes place if a company is sold in its present form, normally an unlimited partnership under commercial law or a joint stock company. All that is sold from a legal point of view is the interest of the seller in the company. This is represented by the partners' shares in the case of an unlimited partnership or shares in a private limited company(GmbH) or a public limited company (AG) in the case of a joint stock company. The legal form remains the same therefore and only the shareholdings are changed. The main differences between a share deal and asset deal are explained in the following comments. It should first of all be differentiated whether the interest is being acquired in an unlimited partnership or in a joint stock company as different legal regulations apply in both cases.

For further information please contact Dr Erich Michel, Wessing Berenberg-Gossler Zimmermann Lange, Freiherr-Vom-Stein-Strasse 24-26, Frankfurt am Maim 60323, Frankfurt, Germany- Tel: +496 997 1300, Fax: +496 997 130100.

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