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Asset Transfer Agreement

We can help you through the entire process of selling or buying a company or provide limited advice reviewing the purchase agreement –  Asset Transfer Agreement and/or Share Purchase Agreement.

The most common way to carry out a change of ownership in a company is to sell the company’s shares. All or parts of the company’s shares are sold to the buyer, who after payment is entered in the company’s share register as an owner. The company is the same and can continue operations as usual.

Alternatively, the assets in the business are sold individually or together to buyers who pay and take over each asset. If virtually all the assets needed to run a business or a business area are sold to the same buyer, it is the same as if the entire business was sold to a new owner. This is called a transfer of assets because it is a sale of the assets in the company.

An advantage of only buying specified assets and not running the company by buying the shares is that the buyer does not take over any responsibility for how the company has been run, given any tax liabilities, accounting violations, liability for employees, liability for any disputes, security deficiencies, violations of privacy and data protection as well as environmental violations.

Legal Issues That May Arise For Asset Transfers:

  • Avoid unclarity what is being transfers as digital assets must be carefully specified in the agreement.
  • If you intend to keep operating the company as a going concern you may be obliged to take on the employees
  • The right to the company name is not automatically part of the transfer, you have to secure it specifically
  • There are several tax and VAT issues the buyer and seller need to consider to be able to gain the benefits of the deal as intended.

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No obligations for the first contact; clear costs; confirmation before billing starts and often fixed prices.
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