Germany: The Purchase and Sale of Companies in Germany - Purchase Contract, Ass

Last Updated: 4 December 1997
In most cases, a company is purchased with the aim of continuing its operations. =A7 1 of the Industrial Code (GewO) permits anyone including foreigners to commence a trading activity unless restrictions apply by virtue of the Industrial Code itself or other federal laws. This principle applies to natural persons and legal entities alike. If a license is required by the trader by virtue of the law, this is called a "concession". As far as these concessions are concerned, a differentiation should be made between a personal concession and a plant-related concession. Personal concessions are required if the commencement of a trade depends on certain personal prerequisites of the entrepreneur. Asset or plant-related concessions have to be obtained if the law specifies certain assets or plant items to be used for exercising the trade. For example, personal and plant-related concessions are required for the production, transport and storage of fissionable material, for restaurants, passenger conveyance or airline companies, for the extraction of natural resources and for operating hospitals and similar institutions. Only a personal concession is necessary for executing short distance road haulage operations, for security companies, banking and insurance companies and broker, property developer and building project management activities, etc.. When opening and operating handicraft businesses, special attention should be paid to =A7 7 of the German Handicrafts Code which requires the personal prerequisite of the "specialist's qualifying examination" from the entrepreneur. The aforesaid list should by no means be regarded as exhaustive and it should always be checked in each individual case whether and to what extent licenses and concessions are necessary.

If the exercise of a trade is tied to the personal concession of the entrepreneur or operator, a buyer may only the trade if he himself has been granted such a concession. If the exercise of the trade is dependent on an asset-related plant concession and if this license has been received at the time of sale, the continuation of the plant by the buyer and the commencement of trading activities by the buyer does not require any further approval under public law. If both types of concessions are required for exercising the trade, the buyer must at all events acquire the personal concession from the responsible authorities. Upon the conclusion of the contract, care should be taken to ensure that the contract will remain valid if the buyer is not granted the necessary personal concession unless contractual agreements have been made by the parties in this respect.

Certification in accordance with the so-called "DIN ISO" guidelines is becoming increasingly important; brief comments on these guidelines are as follows:

The ISO 9000 is a short-hand reference to a series of 5 international quality assurance standards issued in 1987 by the International Organization for Standardization (ISO) located in Geneva, Switzerland. The purpose of the ISO 9000 series is to provide guidelines for the selection and use of quality assurance systems that can be used for a company's internal management purposes (ISO 9004) and external quality assurance purposes (ISO 9001, 9002 and 9003). As used in connection with the ISO 9000 series, quality is defined as a fitness for purpose and safe in use. Although the ISO 9000 standards do not serve as quality guarantees on products, they do provide helpful guidelines to manufacturers seeking to implement quality assurance systems. Compliance with ISO 9000 may be important to ensure the free circulation of goods within the EC and to limit product liability.

Short summary of the ISO 9000 series:

  • ISO 9000 serves as the guideline on the use for the other four ISO 9000 standards.
  • ISO 9001 is the most comprehensive ISO 9000 standard which includes all of the quality assurances and requirements found in ISO 9002 and ISO 9003. The standard represents as model for quality assurance systems for the design, development, production, installation, servicing and supply of products and services.
  • ISO 9002 serves as a model for quality assurance and the production and installation of products and is particularly useful to a company complying with the published specification or a customer's specification for its product.
  • ISO 9003 is a model for quality management and contains a system for the final and special testing of products.
  • ISO 9004 serves as a guideline for developing and applying internal quality management and assurance systems with the ISO 9000 series. A company that implements the quality management practises in ISO 9004 should be able to satisfy the requirements of ISO 9001 through ISO 9003.

Compliance with the ISO 9000 series is voluntary. The manufacturer may choose to "self-certify" or register its compliance with the ISO 9000 standards. If a manufacturer self-certifies its compliance with the ISO 9000 standards, it will simply note on packaging and / or promotional literature which of these quality standards have been met. However, following the self-certification route rather than the registration route is obviously of less value to a manufacturer from a marketing and credibility standpoint.

A business may choose to seek ISO 9000 registration. The business registered under ISO 9000 may adopt a symbol used by the assessment body. Such registration itself is not transferable to the purchaser in case of acquiring all or most of the assets of the enterprise in question. However, if the complete business including assets and staff is acquired, the registration will follow the transferred business.

Practise shows that the administration fees for registration under the ISO 9000 standard cost approx. DM 30,000.--. The registration has to be renewed every 2 or 3 years. Costs for examination, qualification and certification under ISO 9000 standards amount to approx. DM 70,000.

In case that stock is acquired, all permissions, including marketing-permit and manufacturing-permit and certifications under ISO 9000 standards would stay with the company and would not have to be obtained or renewed by the acquirer.

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.

You may also wish to read through related Wessing Berenberg-Gossler Zimmermann Lange. You can view the entire archive via the Internet on Business Monitor Online (, or via your online provider by entering "Wessing Berenberg-Gossler Zimmermann Lange" and "Business Monitor" as a free text search.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions