You might be wondering…

“When I buy an enterprise, do I take over only the assets or also the debts?”
“What do I have to notify creditors and employees about?”
“Is signing the contract enough, or do I also have to arrange registration?”

My clients often ask…

“I want to buy an enterprise with a production line – am I at risk of inheriting unknown debts?”
“I’m an entrepreneur considering selling my company. What exactly must be included in the transfer record?”

What the law says in a nutshell

• § 2175 Civil Code: by purchasing an enterprise, the buyer acquires everything that belongs to it as a whole.

• § 2177 Civil Code: the buyer also assumes debts they knew about or reasonably should have expected.

• § 2179 Civil Code: the transfer record must list everything included in the enterprise, and the seller must notify of any defects.

• § 2180 Civil Code: effects against third parties arise upon registration in the Commercial Register (if the buyer is registered there).

• § 2183 Civil Code: these rules also apply to the sale of a part of the enterprise constituting a separate organizational unit.

Practical significance of the rule

• The buyer does not take over only assets but also receivables, employees, contractual relationships, and certain debts.

• Creditors may ask the court to declare the transfer ineffective if the recoverability of their claim is reduced (§ 2181).

• For effects against third parties, signing the contract is not enough – registration in the Commercial Register is required.

Common mistakes in practice

• Buyers assume they are acquiring only assets and fail to deal with debts – later facing unexpected liabilities.

• Sellers fail to list all items and defects in the transfer record – the buyer then claims damages.

• Parties forget the obligation to notify employees and creditors.

How to proceed correctly

1. Conduct due diligence before purchase – review accounts, debts, contracts, and obligations.

2. Draft a detailed contract and transfer record – include all assets, rights, debts, and defect notifications.

3. Arrange registration in the register – only then does the transfer become effective against third parties.

4. Notify creditors and employees of the transfer – prevent disputes and lawsuits.

Practical examples

• A buyer acquired an enterprise including employees but was unaware of social security arrears – they had to pay them.

• A seller failed to mention a defective machine in the transfer record. The buyer claimed damages because they should have been informed.

Why simply “transferring the company” is not enough

The purchase of an enterprise is not a simple transfer of assets. It involves a complex transfer of rights and obligations that must be properly recorded and notified. Otherwise, you risk becoming liable for someone else’s debts or having creditors challenge the entire transfer.

Lawyer’s recommendation

If you are planning to buy or sell an enterprise, I recommend thorough legal and financial due diligence. A well-drafted contract and correct registration in the register are the key to protecting your rights.

FAQ

What transfers when purchasing an enterprise?
All assets, receivables, employees, contracts, and certain debts.

Must the purchase of an enterprise always be registered in the Commercial Register?
Yes, if the buyer is registered there – otherwise, the transfer has no effect against third parties.

Can only part of a business be transferred?
Yes, if it is a separate organizational unit (§ 2183).