You might be wondering…

“If something is missing in the record, does that mean it won’t transfer at all?”
“What if the seller knew about defects but didn’t mention them?”
“Can I, as a buyer, challenge the record if I find out it doesn’t reflect reality?”

Clients often ask me…

“I’m taking over a company and I’m worried the handover record won’t include everything – how do I protect myself?”
“What happens if a debt appears after the transfer that wasn’t in the list?”

What the law says in a nutshell (Section 2179 Civil Code)

• The handover record must include an inventory of everything that makes up the enterprise and is being transferred, but also note what is missing, even if according to the contract or accounts it should form part of the business.

• The seller is obliged to disclose in the record any defects of the enterprise that they know of or should have known about.

• If something is omitted:

  • Assets: the buyer still acquires them together with the enterprise.

  • Debts: the buyer acquires them if they should have reasonably expected their existence.

Practical implications

• Buyer: cannot rely solely on the written list – they may still acquire other items that naturally belong to the business.

• Seller: is liable if they fail to disclose known defects or omit essential components.

• Both parties: the record is critical evidence in any potential dispute.

Common mistakes in practice

• Incomplete records that omit certain assets or liabilities.

• Sellers failing to disclose known defects (e.g., technical issues with machinery).

• Buyers not ensuring that the handover record matches the contract and accounting records.

How to proceed correctly

1. Detailed list: make sure the record covers all assets, rights, and liabilities.

2. Defects: the seller must expressly state all defects they know of or should have known.

3. Consistency: the record should align with both the contract and accounting evidence.

4. Legal review: have the handover record checked by a lawyer, as its content may determine what you actually acquire.

Real-life examples

• A seller failed to include a license agreement in the record. The buyer still acquired it and later faced a complex dispute over its validity.

• A tax debt was missing from the record. The buyer had to pay it, because given the circumstances they should have reasonably expected it.

Why it’s not enough to just “tick off” the list

The handover record is not a formality. It is a document that can decide on millions – determining exactly what the buyer acquires and who bears responsibility for missing items or defects.

Lawyer’s recommendation

Buyers should always insist on a precise record and legal review. Sellers should not assume that “what isn’t written doesn’t exist” – the law does not work that way.

FAQ

What if an item is missing in the record?
The buyer still acquires it if it forms part of the enterprise.

And what about missing debts?
The buyer acquires them if they should have reasonably expected their existence.

Must the seller disclose defects?
Yes, the seller must disclose defects they knew of or should have known.