Taking Over a Business: Lease, Key Money, Inventory and Staff — What You Really Take On

Taking over a business means buying an existing business including its location, customer base, inventory and staff – for a purchase price and, in Austria, often an additional Ablöse (a payment for the predecessor's fit-out and investments). The difference from a start-up is that you have revenue on day one. And that you also take on whatever your predecessor left unsettled.

How we support buyers in a takeover is described on our page on buying a company.

Whoever takes over a business rarely buys a company. They take over a restaurant, a shop, a workshop, a practice or a small business with a lease, fit-out and employees.

These three things decide whether it works: the lease, the Ablöse and the staff. In practice they are the ones most often clarified too late.

The need for successors is large. In 2024 the chambers of industry and commerce in Germany advised almost 10,000 owners who want to hand over their business – but only just over 4,000 prospects who want to continue an existing one (DIHK Report on Business Succession 2025, retrieved 23.09.2026).

What is a business takeover?

A business takeover is the acquisition of a running business by a new owner who continues the location, fit-out, customer base and workforce. It differs from a start-up by buying an existing history – and from a company acquisition in the narrower sense by its size and its focus on the business premises.

Legally there are two routes. In a share purchase (share deal) you take over a GmbH with everything in it. In an asset purchase (asset deal) you take over fit-out, goods, customer base and contracts individually – for small businesses that is the rule.

This article deals with the location level: lease, Ablöse, inventory, staff and liability. For the purchase and review of larger businesses, our advice on company acquisitions: share deal, asset deal and review is available.

How does a business takeover work?

A takeover runs in seven steps, from search to handover. The order matters more than the speed: anyone who clarifies the lease only after the purchase price is negotiating in the wrong order.

Step	What happens	What matters
1. Search	Exchanges, chambers, tax advisors, direct approach	Search profile with sector, region, size and budget
2. First meeting	Getting to know each other, agreeing confidentiality	Why is the owner handing over? Age, health or figures?
3. Review the figures	Annual accounts of the last three years, monthly revenue, open items	How much revenue depends on the owner personally?
4. Clarify the lease	Talk to the landlord, remaining term, rent, consent	Without a secure location, no business is worth anything
5. Price and Ablöse	Purchase price for the business, Ablöse for fit-out and investments	What exactly is being paid for – and why?
6. Contract	Purchase agreement with inventory list, handover date, liability rules	Involve a lawyer and tax advisor, no template from the internet
7. Handover	Training, informing customers, handover protocol	Will the predecessor remain available for a few weeks?

The duration depends on the location and the financing, not on the purchase agreement. Allow several months if landlord and bank only come in at steps 4 and 5.

The detailed process with review steps for larger takeovers is in buying a company: process and review steps.

What do I take over – and what not?

With a takeover, employees – and in Austria also the lease – pass to you by operation of law. Everything else depends on the contract – and some things do not pass at all.

Item	Germany	Austria
Lease of the business premises	No automatic succession. The buyer becomes tenant only with the landlord's consent; sub-letting to third parties without permission is not allowed (§ 540 BGB).	Succession by law on the sale of a business (§ 12a(1) MRG). Duty to notify the landlord; the landlord may raise the rent to the appropriate level within six months (§ 12a(2) MRG).
Employees	Entry into all existing employment relationships with their rights and obligations (§ 613a BGB). Dismissal because of the transfer is invalid.	Entry into all existing employment relationships (§ 3(1) AVRAG). Exception: restructuring proceedings without self-administration or bankruptcy (§ 3(2) AVRAG).
Existing liabilities	Liability if the previous firm name is continued (§ 25 HGB); exclusion effective only if registered and published or communicated.	Takeover of the business-related legal relationships on continuation (§ 38 UGB); liability for known or discoverable debts up to the value of the assets taken over (§ 1409 ABGB).
Trade licence	Not transferable. The buyer registers the trade anew.	Not transferable. New trade registration; for regulated trades with their own proof of competence.
Inventory and stock	Only what is on the inventory list attached to the purchase agreement.	Only what is on the inventory list attached to the purchase agreement.
Customer base, name, phone number, domain	A matter of contract. Without an express provision a lot stays with the predecessor.	A matter of contract. Without an express provision a lot stays with the predecessor.

Sources: gesetze-im-internet.de (§ 540 BGB, § 613a BGB, § 25 HGB) and the Austrian Legal Information System RIS (§ 12a MRG, § 27 MRG, § 3 AVRAG, § 38 UGB, § 1409 ABGB), each retrieved 23.09.2026. This article provides orientation and does not replace legal advice.

A common misconception in Germany: "a sale does not break a lease" (§ 566 BGB) protects the tenant when the landlord changes. It does not help when the tenant changes. Whoever takes over a business needs the landlord's consent – before signing the purchase agreement, not after.

Employees are the second point that passes regardless of the contract. What the transfer means for employment contracts, works agreements and rights of objection is covered in Section 613a BGB: employees in a business transfer.

What is an Ablöse – and what may it cost?

An Ablöse is the payment by the incoming party for the predecessor's investments, fit-out and customer base – not for the lease itself. It is common in Austria for restaurants and shops and known in Germany as "Abstand".

In Austria, § 27 MRG draws a clear line. Agreements under which the new tenant has to provide something without an equivalent consideration are invalid and prohibited (§ 27(1) MRG, RIS, retrieved 23.09.2026).

Permitted is reimbursement of provable investments: fixtures, kitchen, ventilation, shopfitting, as far as they still have value.

A "prohibited Ablöse" exists when money is paid only for the former tenant vacating the premises. Such payments can be reclaimed. Have every Ablöse supported by invoices and residual values.

Germany has no equivalent to § 27 MRG. The payment for fit-out and customer base is a matter of contract between predecessor and buyer; the limit is immorality.

No formula says what an Ablöse is worth. Three questions help:

• Which fixtures are still usable – and which would you renew anyway?
• How much of the revenue remains if the predecessor and his regular customers leave?
• How long does the lease still run, and on what terms?

How much is the business worth?

The value of a business depends on four factors: earnings of the last three years, dependence on the owner, rental terms and the backlog of investment. The fit-out is usually worth less than it once cost.

The predecessor's asking price is often the first point of dispute. According to the chambers, 36 per cent of the advised current owners demand an excessive purchase price; 28 per cent find it hard to let go emotionally (DIHK Report on Business Succession 2025, retrieved 23.09.2026). The two often go together.

On the other side, according to the same survey, 38 per cent of prospective buyers underestimate the requirements – they assume a "start-up in a ready-made nest". Whoever knows both figures negotiates more soberly.

A first order of magnitude comes from the multiple on adjusted earnings. You can calculate the company value online before talking about the Ablöse – as orientation, not as a statement of price.

How do I finance a takeover?

Almost four in ten prospective buyers report financing problems to the chambers (DIHK Report on Business Succession 2025, retrieved 23.09.2026). The solution is rarely a single source, but a toolkit.

• Equity. Banks expect a visible own contribution. There is no fixed ratio.
• Bank loan. It is serviced from the current earnings of the business taken over – so the bank reviews the predecessor's figures, not your plans.
• Guarantee. According to DIHK, handover and takeover parties continue to have good experience with guarantee banks; 31 per cent of the chambers report improvements here.
• Vendor loan. The predecessor defers part of the price. This eases your financing and keeps them interested in an orderly handover.

Clarify the financing before you name a price. An offer that later fails at the bank costs you access to the seller.

The building blocks for Austria – aws guarantee, the New Foundation Promotion Act, vendor loan – are covered in financing a company acquisition.

Where do I find businesses to take over?

You find businesses to take over through public exchanges, through chambers and tax advisors – and through direct approach to owners who do not yet advertise. The last route is the most laborious and regularly leads to the better targets.

Route	For whom	Note
nexxt-change	Germany, all sectors	Exchange of the chambers and partners; according to DIHK, brokerage of more than 21,000 companies initiated since 2006
WKO succession exchange	Austria, all sectors	Exchange of the Economic Chamber, free of charge
Succession exchange for Austria with personally supported takeover offers	Austria, owners with a succession topic	Can be listed anonymously, personally supported by IGCP
Chambers, tax advisors, banks	DACH	Often know before it is advertised who wants to hand over
Direct approach	DACH	No competitive bidding, but preparation required

Arithmetically, in chamber advice there are more than two companies willing to hand over for every prospective buyer. In 2024, 5,620 companies had no potential successor facing them – a historic high (DIHK Report on Business Succession 2025, retrieved 23.09.2026).

For buyers that means: the supply is there. The difficulty lies in matching sector, price, financing and chemistry – not in the number of listings. How to read a listing is explained in how businesses and successors find each other.

What is different in Austria

The logic of the review is the same, the legal framework is not. Five points distinguish a takeover in Austria from one in Germany:

1. Lease: succession by law under § 12a MRG, with the landlord's right to raise the rent within six months after notification.
2. Ablöse: prohibition of payments without equivalent consideration under § 27 MRG.
3. Employees: succession under § 3 AVRAG instead of § 613a BGB.
4. Liability: § 38 UGB and § 1409 ABGB instead of § 25 HGB.
5. Trade: new registration under the Trade Act; for regulated trades the proof of competence is tied to the person.

The seller's perspective for Austria is covered in business handover in Austria; the route "take over instead of start up" in business succession.

FAQ

What is the difference between a business takeover and a start-up?

In a takeover you start with location, customer base, fit-out and staff – and pay a purchase price and, where applicable, an Ablöse for them. In a start-up you begin from zero, without legacy burdens and without revenue. A takeover pays off where the business works without the previous owner and debt service is sustainable from earnings.

Do I take over the lease automatically?

In Austria yes: on the sale of the business the buyer enters the main lease under § 12a MRG; the landlord may raise the rent to the appropriate level within six months. In Germany no: the buyer becomes tenant only with the landlord's consent. Clarify this before the purchase agreement.

What is an Ablöse – and what is a prohibited Ablöse?

An Ablöse is the payment for the predecessor's fit-out, investments and customer base. In Austria, § 27 MRG prohibits any payment that has no equivalent consideration – for example money for the former tenant vacating the premises. Such amounts can be reclaimed.

Do I have to take over the employees?

Yes. In Germany you enter all existing employment relationships under § 613a BGB, in Austria under § 3 AVRAG. Dismissal because of the transfer is invalid; dismissals on other grounds remain possible under the general rules.

Am I liable for the predecessor's debts?

That depends on the structure. When buying GmbH shares, all liabilities remain in the company. When buying assets, statutory liability rules apply: in Germany § 25 HGB where the firm name is continued, in Austria § 38 UGB and § 1409 ABGB.

An exclusion of liability works against creditors only if it has been registered, published or communicated.

Where do I find businesses available for takeover?

In Germany through nexxt-change, in Austria through the WKO succession exchange and IGCP's succession exchange – plus chambers, tax advisors and direct approach. According to DIHK, in chamber advice there are arithmetically more than two companies willing to hand over for every prospective buyer.

The best succession begins years before closing. Talk to IGCP Capital Partners early and in confidence — independent, discreet, on an equal footing. → igcp.at