German law · English information
Acquiring a business or assets from an insolvency estate involves particular time pressures and legal risks. The focus is on transferable rights and obstacles to operating after completion.
Asset deal or plan transaction
A transfer restructuring sells selected assets to a purchaser. A share investment or plan-based transaction follows different rules. Clearly identify each material asset and right included in the deal.
Contracts, employees and permits
Customer and supply contracts do not always transfer automatically. Consents, termination rights and section 613a BGB on business transfers need review. Public-law permits may be personal or require new applications.
Intellectual property and completion
For brands, software, patents and know-how, check title, licence chains, scope and encumbrances. Inclusion in an inventory does not prove transferability. Administrators often offer limited warranties, making payment, possession, release of security and consent conditions especially important.
Related information
Procedures overview · Creditor rights · Corporate insolvency
Official German Insolvency Code · Official StaRUG
Practical implementation
Define the assets and their transferability
An insolvency acquisition often concerns particular assets or divisions. The contract must identify what transfers and the conditions for completion. Third-party ownership, security, consents and public permits may affect delivery. Trade marks, software, data and domains need their own review. Continuing under the same name does not automatically transfer contracts or permissions. Due diligence should focus on the resources genuinely necessary for the intended business and establish which entity owns or controls them.
Manage urgency through focused diligence
An accelerated sale requires priorities, not abandonment of diligence. Acquisition finance, working capital, employees, supplies and IT access must align at completion. Contractual exclusions do not remove every statutory liability. Employment consequences, information duties and any competition-law requirements remain relevant. An offer needs clear conditions and a workable timetable. A low price can be outweighed by missing licences or an essential contract that cannot be transferred on the proposed terms.
Four practical examples
The following scenarios are illustrative examples, not reports of client matters. The outcome depends on the facts and applicable rules.
Example 1: Machinery without software rights
A buyer wants machines but also needs drawings and control software. Transferable rights and access credentials must be checked. Ownership of hardware does not itself provide a licence for its lawful continued operation.
Example 2: A key customer must consent
Value depends on a long-term customer contract. An asset transfer may require consent to contract novation. Price, completion conditions and interim arrangements should address the possibility that consent is refused.
Example 3: Employees are to continue working
A buyer proposes to take selected staff but exclude others. A possible business transfer and mandatory employment consequences require analysis. A selection clause in the sale agreement does not alone determine which contracts transfer.
Example 4: Another group company owns the brand
The operating company uses a trade mark owned elsewhere in the group. Continued use may require a licence or separate acquisition. Registered ownership, licence chain, termination rights and territory need review before the buyer commits.
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