OTIUM CONSULT GmbH

Buying out of an insolvency estate is an asset deal: you buy individual assets and rights, not the company. This is the checklist experienced buyers work through before they bid. We do not hold the answers for this proceeding — they come from the administrator.

• Which assets already belong, economically, to somebody else?

  Not known — ask the administrator

  Retention of title, security assignment and leasing are the most common reason the machine in the photo is not part of the sale. The administrator may only realise what belongs to the estate (§§ 47, 51 InsO). Ask for the list of third-party claims before you value anything.

• Are the premises part of the estate, or does everything hang on the landlord?

  Not known — ask the administrator

  With leased premises the landlord decides whether the lease transfers to you. For a location-bound business, a site you may not keep IS the deal. Establish ownership, remaining term, termination rights and the landlord's consent — in writing, before you bid.

• Are the permits attached to the business or to a person?

  Not known — ask the administrator

  Licences, hospitality permits, Handwerksrolle registration, § 34c GewO permits, healthcare and transport approvals: some transfer with the business, others are attached to a natural person and lapse with them. For a regulated trade, a permit matrix is the first step, not the last.

• Who actually owns the brand, the domain, the shop and the customer data?

  Not known — ask the administrator

  Domains are frequently registered to a shareholder or an agency rather than to the company, and trademarks are sometimes licensed in from a holding entity. Without the domain and the mark you are buying inventory, not a business. Customer data needs a separate data-protection assessment — a customer base is not a chattel.

• § 613a BGB: which employment relationships come with the assets?

  Not known — ask the administrator

  Taking over a business or part of one means stepping into the existing employment contracts, insolvency or not. What insolvency changes is liability for OLD obligations: for claims that arose before the proceeding opened, settled BAG case law says the buyer does not carry them. The social plan is capped by § 123 InsO at 2.5 monthly salaries per employee, and at one third of the estate that would otherwise be distributed. Model headcount × monthly salary × 2.5 as the ceiling, then test the one-third limit against the estate.

• Which contracts does the business need in order to still run on Monday?

  Not known — ask the administrator

  Under § 103 InsO the administrator elects whether to perform contracts neither side has completed, and in an asset deal customer and supplier contracts transfer only with the counterparty's consent. Ask which five contracts the business cannot run without — ERP, payment provider, fulfilment, key supplier, key customer — and settle novation before closing.

General information on German law. Not legal advice, and not a statement about this company. For the actual case only the administrator and the purchase agreement decide.