At ZT Legal Group, we advise both domestic and international businesses on all relevant aspects of business transfers. We assist both buyers and sellers of companies, regardless of their size. Our goal is to ensure that our clients navigate the process of buying or selling a business smoothly and confidently.

Key Considerations in Business Transfers

There are numerous legal factors to consider in a business transfer, whether it involves a large or small company.

Due Diligence and Negotiations

Buyers often perform a due diligence review of the company’s documents and legal status or require the seller to provide warranties on key aspects. At ZT Legal Group, we guide you through the entire due diligence process and can participate in negotiations, including valuation and the determination of terms and conditions.

Asset Purchase vs. Share Purchase

It’s crucial to determine whether the transfer will involve the acquisition of the company’s shares or its assets. From the seller’s perspective, the tax implications need to be clarified early to structure the most advantageous transfer method. This should be established before entering negotiations with the buyer.

Tax Implications

When representing buyers, we focus on the tax implications of the transfer to ensure the buyer is in the most favorable tax position. Ownership structure and group taxation are also important considerations during buyer advisory.

Impact on Existing Contracts

It’s important to be aware of the impact on existing contracts with customers and partners, as many contracts contain clauses that allow termination in the event of a change in ownership.

Employee Considerations

Employee rights and terms of employment from the original employer must be considered. Buyers should note that employees are protected under business transfer laws, though there is significant contractual freedom in this area.

Sale Price

The sale price is a critical aspect for both parties. It impacts taxation, and if the buyer and seller have no common interest, it is assumed that the price reflects the market value. If there are overlapping interests, such as in family transfers, tax authorities may adjust the price to reflect market value.

Comprehensive Legal Expertise

Business transfers require in-depth knowledge of various legal fields. To provide our clients with the best advice, we often collaborate with external specialists who are experts in their respective areas.

Collaborative Approach

Our experience shows that a successful business transfer should be conducted in close cooperation with the company, its management, owners, and usual advisors, especially accountants.