{"id":1512,"date":"2025-07-30T11:31:48","date_gmt":"2025-07-30T09:31:48","guid":{"rendered":"https:\/\/scharfrechtsanwaelte.notarwebsite.de\/?p=1512"},"modified":"2026-01-15T12:07:55","modified_gmt":"2026-01-15T11:07:55","slug":"was-bei-einem-unternehmenskauf-zu-berucksichtigen-ist-ein-ratgeber","status":"publish","type":"post","link":"https:\/\/www.scharfrechtsanwaelte.de\/en\/was-bei-einem-unternehmenskauf-zu-berucksichtigen-ist-ein-ratgeber\/","title":{"rendered":"What to consider when buying a company: a guide"},"content":{"rendered":"

Buying a business can be one of the most important decisions in a business owner\u2019s career. Under German law in particular, business acquisitions are complex processes that present both opportunities and risks. In this article, you\u2019ll learn everything you need to know as a buyer or seller of a business\u2014from the legal aspects to the choice between\u00a0Asset Deal<\/strong>\u00a0and\u00a0Share Deal<\/strong>\u00a0to important contract components and a practical checklist.<\/p>\n

Asset deal vs. share deal: the differences<\/h2>\n

Share deal<\/h3>\n

At the\u00a0Share deal<\/strong>\u00a0the buyer acquires\u00a0Company shares<\/strong>\u00a0(e.g. GmbH shares). The advantage of this model lies in the simplicity of the transfer: The buyer takes over the entire company with all assets and liabilities.\u00a0All existing contracts<\/strong>licenses and business relationships remain in force. However, the buyer is also responsible for all\u00a0Liabilities<\/strong>\u00a0of the company, which may not be recognizable at first glance.<\/p>\n

Advantage<\/strong>Simplicity of transfer and no need to transfer individual assets.<\/p>\n

Disadvantage<\/strong>: The buyer assumes all\u00a0Liabilities<\/strong>\u00a0and potential contaminated sites.<\/p>\n

Asset deal<\/h3>\n

At the\u00a0Asset deal<\/strong>\u00a0the buyer only buys\u00a0certain assets<\/strong>\u00a0of the company, such as real estate, machinery or patents. The advantage is that the buyer only takes over what he wants and therefore does not take on any existing liabilities or unwanted risks.<\/p>\n

Advantage<\/strong>: The buyer can selectively choose assets and take over the company \u201ecleanly,\u201c without any unwanted liabilities.<\/p>\n

Disadvantage<\/strong>The transfer of individual assets is more complex, and contracts and rights often have to be transferred individually.<\/p>\n

Warranty for defects and liability when purchasing a company<\/h2>\n

Warranty for defects<\/h3>\n

A central point in the acquisition of a company is the\u00a0Warranty for defects<\/strong>. The buyer wants to ensure that the company has no \u201ehidden defects\u201c that could lead to problems later on. Under German law, the\u00a0Warranty<\/strong>\u00a0regulated by law, but can often be included in the purchase\u00a0restricted or excluded<\/strong>\u00a0become. A common approach is the agreement of\u00a0Guarantees<\/strong>\u00a0by the seller, in which he assures that certain characteristics of the company (e.g. balance sheets, tax situation) are correct.<\/p>\n

Tip:<\/strong>\u00a0It is important to stipulate precisely in the purchase contract what guarantees the seller gives and what liability claims the buyer has in the event of defects. A thorough\u00a0Due diligence<\/strong>\u00a0before purchase helps to identify risks at an early stage.<\/p>\n

Liability<\/h3>\n

In the case of a share deal, the buyer also acquires the company shares together with the\u00a0Liability for all obligations<\/strong>\u00a0of the company. In an asset deal, the buyer can usually limit liability by only taking over certain assets. To hedge against risks, the purchase agreement should\u00a0Liability limits<\/strong>\u00a0and\u00a0Exclusions<\/strong>\u00a0to avoid unforeseen problems.<\/p>\n

Necessary components of a company purchase agreement<\/h2>\n

A\u00a0Company purchase agreement<\/strong>\u00a0is the centerpiece of every takeover. It regulates all relevant aspects of the purchase and ensures that both parties are legally protected. The most important components of such a contract include<\/p>\n

1. object of purchase and transferred assets<\/h3>\n

Asset Deal<\/strong>All assets to be transferred (e.g. real estate, machinery, contracts) must be described in detail.<\/p>\n

Share Deal<\/strong>: It must be precisely defined which\u00a0Company shares<\/strong>\u00a0are transferred and whether all existing rights and obligations are assumed.<\/p>\n

2. purchase price and payment modalities<\/h3>\n

The\u00a0Purchase price<\/strong>\u00a0must be clearly defined. This can also include\u00a0Payment modalities<\/strong>\u00a0such as installment payments or earn-out clauses.<\/p>\n

3 Liability and warranty<\/h3>\n

Regulations on liability and\u00a0Warranty claims<\/strong>\u00a0are essential. The seller can give guarantees on certain aspects of the company (e.g. that there are no tax liabilities). Also a\u00a0Upper liability limit<\/strong>\u00a0can be specified to minimize the risk for the seller.<\/p>\n

4. handover and integration planning<\/h3>\n

The contract should contain provisions on\u00a0Transfer of contracts<\/strong>\u00a0and to the\u00a0Transition of employees<\/strong>\u00a0included. The\u00a0Integration<\/strong>\u00a0of the acquired company must be planned to ensure a smooth transition.<\/p>\n

Checklist for buyers of a company<\/h2>\n

1. carry out due diligence:<\/h3>\n

Review the company's financial, legal and tax documents to identify risks.<\/p>\n

2. choice of model (asset deal or share deal):<\/h3>\n

Decide which model is best suited to your objectives. Both models have different legal, tax and liability implications.<\/p>\n

3. make contractual arrangements:<\/h3>\n

Make sure that liability issues, warranties for defects and the transfer of assets are clearly and unambiguously regulated in the contract.<\/p>\n

4. secure financing:<\/h3>\n

Plan how you will finance the purchase\u2014whether through equity, a bank loan, or other financing instruments.<\/p>\n

Buying a company is a complex but potentially very lucrative step. With the right planning and legal support, the opportunities of a purchase can be maximized and the risks minimized. It is advisable to consult experts at an early stage in order to make the purchase legally secure and successful.<\/p>\n

Summary in questions and answers:<\/h2>\n\t\t\t\t\t\t

Which model (asset deal or share deal) is more suitable for my company acquisition?<\/h3>\n\t\t\t

The choice between an asset deal and a share deal depends on the buyer's objectives and risk appetite. In a share deal, the buyer takes over the company with all its assets and liabilities. This is simple, but the buyer also bears the risk of unknown liabilities. In an asset deal, the buyer only selects certain assets, thereby avoiding unwanted liabilities, but the process is more complex. Both models offer advantages and disadvantages and must be chosen depending on the company's situation and the buyer's personal preferences.<\/p>\n\t\t\t\t\t\t

Which contractual provisions are decisive for the protection of the buyer when purchasing a company?<\/h3>\n\t\t\t

Important contractual provisions include disclaimers and warranties. The buyer should ensure that the seller provides guarantees regarding certain aspects of the company (e.g. no outstanding tax claims or legal problems). The contract should also include a clear provision on liability for hidden liabilities. It is advisable to agree upper liability limits and exclusion periods in order to minimize the risk. Thorough due diligence is also required to check the company for potential problems in advance.<\/p>\n\t\t\t\t\t\t

How can I implement a successful and low-risk company acquisition?<\/h3>\n\t\t\t

The successful acquisition of a company requires careful planning and the support of experts. Make sure that all relevant financial, legal and tax checks are carried out as part of the due diligence process. The contract should clearly address all risks and include contractual protections such as disclaimers and warranties.<\/p>\n\t

Contact person<\/h2>\n

\n\t\t\n\t\tJan Hindahl\n\t\t<\/a>\n\t<\/h2>\n\t

Lawyer and notary, specialist lawyer for inheritance and tax law<\/p>\n\t Please contact Maike Vakulenko<\/b>to make an appointment for an initial consultation.\n

\n\t\t\n\t\tTobias Raschke\n\t\t<\/a>\n\t<\/h2>\n\t

Lawyer, specialist lawyer course for commercial and corporate law<\/p>\n\t Please contact Inken Bergmann<\/b>to make an appointment for an initial consultation.","protected":false},"excerpt":{"rendered":"

Buying a business can be one of the most important decisions in a business owner\u2019s career. Under German law in particular, business acquisitions are complex processes that present both opportunities and risks. In this article, you\u2019ll learn everything you need to know as a buyer or seller of a business\u2014from the legal aspects to choosing between an asset deal and a share deal, and more\u2026<\/p>","protected":false},"author":5,"featured_media":2494,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[1],"tags":[],"class_list":["post-1512","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-allgemein"],"_links":{"self":[{"href":"https:\/\/www.scharfrechtsanwaelte.de\/en\/wp-json\/wp\/v2\/posts\/1512","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.scharfrechtsanwaelte.de\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.scharfrechtsanwaelte.de\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.scharfrechtsanwaelte.de\/en\/wp-json\/wp\/v2\/users\/5"}],"replies":[{"embeddable":true,"href":"https:\/\/www.scharfrechtsanwaelte.de\/en\/wp-json\/wp\/v2\/comments?post=1512"}],"version-history":[{"count":0,"href":"https:\/\/www.scharfrechtsanwaelte.de\/en\/wp-json\/wp\/v2\/posts\/1512\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.scharfrechtsanwaelte.de\/en\/wp-json\/wp\/v2\/media\/2494"}],"wp:attachment":[{"href":"https:\/\/www.scharfrechtsanwaelte.de\/en\/wp-json\/wp\/v2\/media?parent=1512"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.scharfrechtsanwaelte.de\/en\/wp-json\/wp\/v2\/categories?post=1512"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.scharfrechtsanwaelte.de\/en\/wp-json\/wp\/v2\/tags?post=1512"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}