Sales of companies and shares of companies
We are your reliable advisor for the purchase or sale of company shares or companies.
We advise you on the economic and fiscal consequences and the legal requirements. Once the decision has been made, we take care of the execution and organise any necessary notarial deeds. Your contact person is Attorney Marco Rössel.
When buying and selling companies and parts of companies, a distinction is made between the acquisition of shares (share deal) and the acquisition of all assets (asset deal).
In the Share Deal, the buyer acquires all or some of the shares in the company for sale from the seller. Often it is a purchase and transfer agreement for a shareholding under company law (e. g. in a GmbH or stock corporation). However, as a rule, additional detailed agreements are usually made on the extent to which risks (e. g. possible tax liabilities or guarantee cases) are borne by the buyer or seller. The transfer of the shareholdings is effected by assignment or, in the case of securitised shares, by transfer of the share certificates, in the case of registered shares by endorsement.
In an asset deal, the purchase of the company is carried out through the acquisition of all assets of the company. In this case, the assets, i. e. land, buildings, machinery and individual liabilities are transferred individually. The transfer of the assets or rights takes place on a contractually agreed key date. The transfer of the individual assets is effected by agreement and transfer, in the case of land plots by notarial transfer and registration in the land register.