{"id":2821,"date":"2026-05-29T03:35:28","date_gmt":"2026-05-29T00:35:28","guid":{"rendered":"https:\/\/svaroglaw.com\/kupivlya-aktyviv-kompaniyi\/"},"modified":"2026-07-15T15:53:50","modified_gmt":"2026-07-15T12:53:50","slug":"kupivlya-aktyviv-kompaniyi","status":"publish","type":"page","link":"https:\/\/svaroglaw.com\/en\/finansovi-poslugy\/kupivlya-aktyviv-kompaniyi\/","title":{"rendered":"Acquisition of the company’s assets"},"content":{"rendered":"

The key decision when buying a business is made before signing the contract<\/strong>: whether to buy the company<\/strong> or its assets<\/strong>.<\/p>\n

Purchasing corporate rights<\/strong> \u2014 you acquire the legal entity in its entirety: equipment, contracts, licences, as well as debts, legal proceedings, tax arrears and guarantees for third parties, of which you may not have been aware.<\/p>\n

Acquisition of a company\u2019s assets<\/strong> \u2014 you purchase specific assets: property, equipment, vehicles, and trade marks. The seller\u2019s debts do not pass to you.<\/strong> It is more expensive and takes longer, but is considerably safer.<\/p>\n

The difference between these two approaches can amount to the value of the entire transaction.<\/p>\n

+38 095 554-54-24<\/a> \u2014 legal advice<\/strong><\/p>\n

What is transferred and what is not<\/h2>\n\n\n\n\n\n\n\n\n\n\n\n
<\/th>\nCompany acquisition (share deal)<\/th>\nAsset acquisition (asset deal)<\/th>\n<\/tr>\n
Property<\/td>\nis transferred<\/td>\nis transferred<\/td>\n<\/tr>\n
Contracts with counterparties<\/td>\nare automatically retained<\/td>\nrequire renegotiation<\/td>\n<\/tr>\n
Licences and permits<\/td>\nare usually retained<\/td>\nare usually not transferred<\/strong><\/td>\n<\/tr>\n
Employees<\/td>\nremain<\/td>\nrequire re-employment<\/td>\n<\/tr>\n
Debts and loans<\/strong><\/td>\nare transferred to you<\/strong><\/td>\nremain with the seller<\/strong><\/td>\n<\/tr>\n
Tax assessments<\/strong><\/td>\nare transferred<\/strong><\/td>\nremain<\/strong><\/td>\n<\/tr>\n
Legal disputes<\/strong><\/td>\nare transferred<\/strong><\/td>\nremain<\/strong><\/td>\n<\/tr>\n
History and reputation<\/td>\nis transferred<\/td>\nis not transferred<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Key point: if the value of the business lies in licences, permits or long-term contracts<\/strong>, an asset purchase may deprive you of precisely what you are paying for. If the value lies in property<\/strong>, an asset purchase is safer.<\/p>\n

Therefore, the choice of structure is made based on the results of due diligence<\/strong>, rather than on the grounds that \u2018it\u2019s cheaper\u2019.<\/p>\n

\"Purchase<\/a><\/p>\n

Risks not visible on the balance sheet<\/h2>\n

Guarantees and sureties for third parties.<\/strong> The company has acted as guarantor for a partner\u2019s loan \u2014 and this is not always reflected on the balance sheet. It only comes into play after you have made the purchase.<\/p>\n

Tax reassessments.<\/strong> An audit may take place years later \u2014 covering periods when you were not yet the owner. Along with the company, you inherit its tax history.<\/p>\n

Assets not owned by the company.<\/strong> Leased equipment, rented property, a vehicle fleet registered in the director\u2019s name. You buy a \u2018business\u2019 \u2014 only to discover it has no assets.<\/p>\n

Encumbrances.<\/strong> Mortgages, pledges, tax liens, and seizures arising from enforcement proceedings.<\/p>\n

Seller\u2019s bankruptcy.<\/strong> The most dangerous risk: a transaction concluded on the eve of bankruptcy may be declared void<\/strong> on the grounds that it was entered into to the detriment of creditors \u2014 and the asset may be taken from you even years later. It is therefore essential to check for signs of the seller\u2019s insolvency.<\/p>\n

Corporate disputes.<\/strong> A share sold without the consent of other shareholders, the articles of association restricting disposal, or a decision to sell taken in breach of regulations \u2014 the transaction may be challenged by co-owners.<\/p>\n

AMCU approval.<\/strong> If the indicators exceed the established thresholds, the transaction requires prior approval<\/strong> for concentration. Without it \u2014 a fine and the risk of invalidity.<\/p>\n

Protection in the contract<\/h2>\n

A standard \u2018model\u2019 contract offers the buyer no protection whatsoever. What should be included:<\/p>\n

Seller\u2019s warranties<\/strong> \u2014 written confirmation that the company has no hidden debts, guarantees, disputes or tax risks; that the assets belong to it and are unencumbered.<\/p>\n

Indemnity<\/strong> \u2014 the seller\u2019s obligation to compensate for losses if the warranties prove to be false. Without this clause, the warranties are merely empty words.<\/p>\n

Escrow<\/strong> \u2014 part of the sum is held in escrow for a specified period and is paid out only if no hidden risks materialise.<\/p>\n

Conditions precedent<\/strong> \u2014 the agreement comes into force only after certain conditions have been met: repayment of debts, obtaining authorisation from the AMCU, and the removal of encumbrances.<\/p>\n

Payment terms<\/strong> \u2014 and the point at which title is transferred. The most dangerous arrangement is to pay the full amount before the title is transferred.<\/p>\n

When a solicitor is not required<\/h2>\n

Purchasing a standalone asset with a clean history from a verified seller \u2014 a basic check of the registers and a standard contract will suffice.<\/p>\n

A solicitor is required when:<\/p>\n