Asset Deal: What It Means and When It Is the Right Choice

What is an asset deal?

An asset deal is an acquisition by individual transfer: the buyer acquires identified assets and takes over contracts and employment relationships, not the shares in the company, and the selling legal entity stays with the seller. Each item must be determined or determinable and conveyed in the form that applies to it.

The purchase agreement is therefore less a narrative document than a working inventory with legal consequences attached to each line. The buyer's liability for old debts is covered in the section further below; the comparison with a share deal is set out in Asset deal or share deal.

For owners running an actual process, our approach to selling your company sets out how the mandate works.

Asset deal or share deal, and at what value? The free company valuation calculator by IGCP Capital Partners GmbH gives a first benchmark; the right transaction structure can be clarified in a confidential first meeting.

Asset deal and share deal at a glance

Feature	Asset deal	Share deal
Object of purchase	individual assets, contracts and employment relationships	shares in the company
Legal entity	stays with the seller, the assets transfer individually	remains in place, only the shareholder changes
Existing liabilities	individual succession; as a rule the acquirer is nevertheless liable where it continues the business (§ 38 UGB, see the liability section below)	stay in the company and economically pass to the buyer
Employment relationships	transfer by operation of law where a transfer of business occurs (Germany: section 613a BGB; Austria: see the employment section below)	unchanged, no transfer of business

Overview based on the sections of this page; for Germany: section 613a(1) sentence 1 BGB, gesetze-im-internet.de (retrieved 31 Oct 2026). Full comparison: Asset deal or share deal. For support: acquisitions with M&A advisory and selling your company with M&A advisory. This overview is not legal or tax advice.

Naming what is sold: the requirement of specificity

An asset deal only functions if the items being sold are described precisely enough that an outsider could identify them. Loose wording such as "the operating equipment of the plant" invites argument later about whether a given item was covered, and an item nobody can identify is an item that may never have been conveyed at all. Drafting therefore follows the principle of specificity: each item, or at least each class of items with a clean delimiting criterion, must be determined or determinable at the moment of signing.

Much of the drafting effort therefore goes into description rather than bargaining — serial numbers, register entries, licence identifiers, domain names, vehicle registration data. The more granular the wording, the less scope for dispute at completion.

Schedules: where the substance actually sits

The body of the agreement usually stays short. The substance migrates into the schedules, and those schedules are the working documents of the whole exercise. A typical set covers the fixed asset register, a stocktake at a defined cut-off date, the agreements to be taken over, an intellectual property annex, a personnel list, an inventory of permits and — just as important — everything expressly excluded.

Stock and work in progress move constantly, so the schedule needs a counting date, a counting method and a mechanism for adjusting the consideration once the actual figure is known. And the schedule of exclusions carries as much weight as the schedules of inclusions: whatever is not named anywhere simply does not move.

Each category of asset has its own transfer mechanism

Listing an item in a schedule does not convey it. The applicable form has to be observed for each category separately, and the forms differ.

Movable items generally require an agreement plus a handover. Where the item cannot physically move — a press bolted to a floor, goods sitting in a third-party warehouse — the handover is replaced by a substitute arrangement that has to be documented. Land and buildings follow the formalities of the property register and cannot pass by agreement alone. Receivables move by assignment; the debtor's agreement is not needed, but the debtor does need to be told where to pay. Registered rights such as trade marks and patents require recordal with the office that maintains the register; until then, the register still shows the seller. Domains and platform accounts move through each provider's own transfer procedure.

Customer relationships and reputation are the awkward category, because there is nothing to hand over. What can be done is to transfer the underlying data, arrange introductions, secure a restraint on the seller competing, and tie part of the consideration to those relationships surviving.

Taking over agreements: three parties, not two

Agreements with customers, suppliers or landlords pass to the acquirer by operation of law under § 38 (1) UGB where the business is continued, unless agreed otherwise and unless the relationship is strictly personal. The counterparty may object within three months of notification, in which case the agreement continues with the transferor (§ 38 (2) UGB). Where the statutory transfer does not apply, for example for strictly personal relationships or where the parties have excluded it, substituting a party needs the counterparty's consent, and silence does not amount to consent. Consent letters for the significant agreements are therefore collected before completion and made a condition of it. Where hundreds are involved, the exercise becomes a project of its own, with tracking lists and a fallback for the stragglers.

That fallback usually means the seller stays the formal contracting party while the acquirer bears the economics and performs the work — leaving the acquirer dependent on somebody already paid. Counterparties also notice their leverage: a landlord asked for consent may treat the request as an opening to renegotiate rent or term.

Employment relationships move with the business

Where a transfer of business occurs, the employment relationships pass automatically to the acquirer with all rights and obligations under § 3 AVRAG. There is no selection step: staff cannot be picked out individually the way machines can. For outstanding severance entitlements, transferor and acquirer are jointly liable for a period, which makes the personnel schedule and the review of accrued entitlements substantive preparation.

Is the acquirer liable for the seller's old debts under Austrian law?

As a rule, yes: whoever continues a business takes over its business-related legal relationships including the liabilities under § 38 UGB, and under § 1409 ABGB the acquirer is liable to creditors for debts it knew or ought to have known about at handover. The seller remains liable alongside. Deviating agreements bind creditors only under specific conditions.

Provision	Content	Condition or limit
§ 38 (1) UGB	The acquirer takes over the business-related legal relationships with the rights and liabilities arisen to date	Continuation of the business; "unless agreed otherwise"
§ 38 (4) UGB	The acquirer is also liable for obligations under legal relationships it did not take over	A deviating agreement binds third parties only if entered in the commercial register at transfer, announced in the customary way or notified to the third party
§ 39 UGB	The transferor remains liable for assumed obligations	Only for obligations falling due within five years after the transfer; limitation at most three years
§ 1409 ABGB	The acquirer is directly liable to creditors for debts it knew or ought to have known at handover	Released to the extent it has already paid as much as the value of what was taken over; agreements to the creditors' detriment are ineffective (para 3)
§ 38 (5) UGB, § 1409a ABGB	This liability does not apply	Acquisition in enforcement or insolvency proceedings

Source: RIS – Austrian Federal Legal Information System (ris.bka.gv.at), UGB (§§ 38, 39) and ABGB (§§ 1409, 1409a), consolidated version of 20 Oct 2026, retrieved 20 Oct 2026. Not legal advice.

The assumption that everything historic stays with the seller therefore holds only in part. The liability cannot simply be contracted away: against creditors a deviating arrangement under § 38 (4) UGB works only with registration, announcement or notification, and within the scope of § 1409 ABGB agreements to the creditors' detriment are ineffective. The risk is therefore managed mainly through due diligence, warranties and a retention of part of the purchase price. This is orientation, not legal advice — the drafting belongs with a lawyer.

What the acquirer has to arrange from scratch

Several things do not travel, and budgeting for them late causes friction. Operating permits and licences frequently attach to a specific person or legal entity and have to be applied for again. Insurance cover, bank facilities, payment terms with suppliers and direct debit mandates are typically concluded anew. Software licences and maintenance agreements often prohibit assignment outright. Certifications and memberships usually require a fresh application in the acquirer's name. Meanwhile the selling entity does not disappear: it continues to hold whatever was excluded and has to be wound down or repurposed deliberately. Where only a defined unit changes hands, that separation exercise is described under carve-out; where there are no shares to sell at all, as with selling a sole proprietorship, this route is the only one available.

Selling a company is the most important transaction of an entrepreneur's life. Have it guided independently and discreetly — IGCP Capital Partners GmbH. → igcp.at

Frequently Asked Questions

What is an asset deal?

An asset deal is an acquisition by individual transfer: the buyer acquires identified assets and takes over contracts and employment relationships, not the shares in the company, and the selling legal entity stays with the seller. Each item must be determined or determinable and conveyed in the form that applies to it.

How precisely do the assets have to be described?

Precisely enough that an outsider could identify each item from the wording alone. Designation by serial or register number is safest; classes of items work where the delimiting criterion is unambiguous. Anything left undescribed remains with the seller.

Do customers and suppliers have to agree to the change?

Not in every case. Where the acquirer continues the business, an agreement passes by operation of law under § 38 UGB unless agreed otherwise; the counterparty may object within three months of notification (§ 38 (2) UGB). Where the statutory transfer does not apply, its consent is needed and cannot be inferred from silence. For significant agreements it is usually obtained before completion. Not legal advice.

Can individual employees be left out?

Generally no. Where a transfer of business occurs, employment relationships pass automatically under § 3 AVRAG with all rights and obligations attached, so selective assumption is heavily restricted.

Is the acquirer liable for the seller's old debts?

As a rule, yes. Whoever continues a business takes over its business-related liabilities under § 38 UGB; under § 1409 ABGB the acquirer is liable for debts it knew or ought to have known about at handover, up to the value of what was taken over. The seller remains liable for obligations falling due within five years (§ 39 UGB). Exceptions apply to acquisitions in insolvency or enforcement proceedings. The specific drafting should be reviewed legally — this is not legal advice.

What happens to permits and licences?

They often cannot be sold along, because they attach to the holder rather than to the assets. The acquirer usually has to apply again, and the lead time should be planned before the completion date is fixed.