The possibilities of a sale are fixed by the legal form of the company and thereby by the designation of the partners or shareholders.
If it transpires from the legal nature of the company that the proprietor is a legal person, the purchase of the whole company or parts thereof may only be made by the transfer of asset components (asset deal). This particular constellation is only found with the sale of sole trader businesses in most cases, however.
Singular succession with specific asset items is also appropriate if the company is a legal entity under public law, e.g. an urban transport company, or if a foundation or an association is the proprietor of the company to be purchased. Only assets are normally purchased and transferred in such cases.
The situation is different if the proprietor is a legal entity or a private partnership under commercial law with a so-called "quasi legal capacity". In this case, a purchase by the transfer of shares (share deal) is possible in addition to a purchase by means of an asset deal. Share deals are the form which applies in most cases of company acquisitions.
For further information please contact Dr Erich Michel, Wessing Berenberg-Gossler Zimmermann Lange, Freiherr-Vom-Stein-Strasse 24-26, Frankfurt am Maim 60323, Frankfurt, Germany- Tel: +496 997 1300, Fax: +496 997 130100.
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