Share transfer
In the case of a share transfer, the shares in the company are sold. When 100% of the shares are sold, the entire company is transferred from seller to buyer. This means that all of the company's assets, including, for example, personnel, permits, bank accounts, telephone numbers, licences and contracts with suppliers, customers and producers, are sold. This also means that any debts are transferred to the buyer. Think for example of guarantee claims and (tax) obligations from the past, it may happen that the seller does not report these current obligations prior to the purchase. For this reason, the buyer is always given the opportunity to carry out a due diligence in advance and the purchase agreement must include safeguards and guarantees in this respect. In the case of a share transaction, nothing actually changes for the company, only the shareholder.
Assets and liabilities transaction
Instead of the shares, one can also choose to buy/sell certain assets and liabilities (the assets) of a company. Sometimes this is necessary because the company has no shareholding, think for example of the sole proprietorship. Also, the assets-liabilities transaction is the possibility for a buyer to take over just what is necessary for the continuation of the company, and for a seller to offer only what he wants to sell.
It should be noted, however, that in the event of a transfer of undertaking, the employees (including their rights) are transferred by operation of law to the buyer. What is taken over must be described in detail, recorded and, in some cases, valued. As a result, the buyer knows what is being taken over, the audit can be limited to these matters and the risk of subsequent surprises is not so great. However, contracts with suppliers and customers may have to be renegotiated.
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