The purchaser of GmbH-Aktien generally assumes that it does not bear the legal and economic risks of the acquired company until after the acquisition. However, the purchaser does not recognize the statutory liability regime of section 16, paragraph 2 of the RSA. According to this liability provision, the purchaser of shares is jointly liable to Sarl for the contribution obligations that were found prior to the acquisition of shares and which, at the time of the acquisition of shares, have not yet been taken into account. For this responsibility, it does not matter whether or not the buyer was aware of the seller`s unpaid contribution obligations. Please note that not all ancillary documents necessary for the transfer of shares (declarations of transfer, dissolution of the board of directors, register of shares, etc.) are included in this model. Since balance sheet ratios are so important to the amount of the purchase price, the seller generally guarantees the accuracy of certain balance sheet reports. If the balance sheet ratios are subsequently incorrect, the seller is liable to the buyer as part of a contractual guarantee. By applying insurance and guarantees in the company`s sales contract, the buyer can eliminate uncertainties and reduce risk. After due diligence, the parties negotiate the actual sale contract, once the buyer has completed its risk assessment (sometimes even before that date). For example, with financial investors or bidding procedures with multiple bidders, in which several versions of a share purchase agreement could be negotiated simultaneously with several potential buyers, even while the diligence is still ongoing). The sales contract must be certified notarized by a German notary. However, the buyer does not become the new owner of the business until all the agreed conditions are met (closing conditions).
Closing conditions may include agreement from antitrust authorities, agreement between banks, other creditors and shareholders. A conclusion condition may also be that the seller eliminates risks that should not be transferred to the buyer. Once all the conditions are met, the transaction is concluded and the transfer of ownership over the company`s shares is completed and the transaction is thus concluded. This model assumes that 100% of the shares of a target company are transferred from a seller (intragroup) to a buyer (intragroup) in the form of a limited company. In addition, the agreement assumes that the transaction will be concluded immediately after the signing of the agreement. The financial statements consist of the payment of the purchase price by the buyer and the delivery by the seller of the usual acquisition documents (e.g.B. share certificates or declarations of sale, decision of the board of directors of the target company to obtain the buyer`s approval as a new shareholder, updated share register, etc.).