You might be wondering…

“If I buy an enterprise, do I become the owner immediately after signing the contract?”
“Do we have to wait for registration in the public register?”
“What if the buyer is not registered at all?”

Clients often ask me…

“I’m a sole trader not listed in the register – when do I become the owner?”
“We are a limited liability company – do we have to wait until the notary files the contract in the collection of deeds?”

What the law says (Section 2180 Civil Code)

• Buyer registered in the public register:

  • Ownership arises upon publication of the information that the deed of acquisition has been filed in the collection of deeds.

• Buyer not registered in the public register:

  • Ownership arises upon the contract taking effect.

• The rule differs – for registered entities, transparency towards third parties is the key principle.

Practical implications

• For companies (LLC, JSC, cooperatives): ownership does not arise from signing alone but only upon publication in the register.

• For sole traders outside the register: ownership transfers once the contract becomes effective.

• For creditors and business partners: the register provides legal certainty as to who is the actual owner of the enterprise.

Common mistakes

• Parties forget to file the contract in the collection of deeds, assuming the transfer has already taken place.

• A company begins managing the enterprise before publication, creating legal uncertainty.

• The contract lacks a clearly defined effective date, which complicates transfers for unregistered buyers.

How to proceed correctly

1. Verify whether the buyer is registered or not.

2. Clearly state the effective date of the contract.

3. For registered entities, ensure prompt filing of the contract in the collection of deeds.

4. Only then proceed with the handover and operation of the enterprise.

Real-life examples

• An LLC purchased an enterprise but filed the contract in the collection of deeds three weeks later. Until then, it was not legally clear who owned the business.

• A sole trader outside the register became the owner immediately upon the contract’s effectiveness and could take over the business right away.

Lawyer’s recommendation

I always remind corporate buyers that signing is not enough. Without publication in the register, the transfer is not complete. For unregistered individuals, the situation is simpler – the contract’s effectiveness is decisive.

FAQ

When does an LLC become the owner of the enterprise?
Only after publication in the collection of deeds.

And what about sole traders not listed in the register?
They become owners when the contract takes effect.

What if the contract is never filed in the register?
The transfer does not legally occur – to third parties, the seller remains the owner.