{"id":2821,"date":"2026-05-29T03:35:28","date_gmt":"2026-05-29T00:35:28","guid":{"rendered":"https:\/\/svaroglaw.com\/kupivlya-aktyviv-kompaniyi\/"},"modified":"2026-09-14T17:03:52","modified_gmt":"2026-09-14T14:03:52","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 main decision when buying a business is taken before the contract is signed<\/strong>: whether to buy the company<\/strong> or its assets<\/strong>. That choice determines what exactly you receive along with the property and what you will be answerable for afterwards.<\/p>\n

<\/svg>Buying corporate rights<\/span>

Means you receive the legal entity with everything inside it: equipment, contracts, licences \u2014 and also debts, court cases, tax assessments and guarantees given for third parties that the seller may have \u201cforgotten\u201d to mention.<\/p><\/div><\/div>

<\/svg>Buying a company\u2019s assets<\/span>

Means you buy specific property: real estate, equipment, vehicles, trade marks. The seller\u2019s debts do not follow you, except for encumbrances registered against the asset itself (mortgage, pledge, attachment). This route is more expensive and slower: re-registering property and vehicles usually takes another 2\u20134 weeks, and a sale of property, unlike a sale of a shareholding, attracts VAT. But it is far safer.<\/p><\/div><\/div><\/div>

<\/svg>+38 095 554-54-24<\/span><\/a>legal consultation<\/span><\/div>\n

What transfers and what does not<\/h2>\n
\n\n\n\n\n\n\n\n\n\n\n\n
<\/th>\nBuying the company (share deal)<\/th>\nBuying the assets (asset deal)<\/th>\n<\/tr>\n
Property<\/td>\ntransfers<\/td>\ntransfers<\/td>\n<\/tr>\n
Contracts with counterparties<\/td>\ncontinue automatically<\/td>\nhave to be re-signed<\/td>\n<\/tr>\n
Licences and permits<\/td>\nusually continue<\/td>\nusually do not transfer<\/strong><\/td>\n<\/tr>\n
Employees<\/td>\nstay<\/td>\nhave to be re-engaged<\/td>\n<\/tr>\n
Debts and loans<\/strong><\/td>\npass to you<\/strong><\/td>\nstay with the seller<\/strong><\/td>\n<\/tr>\n
Tax assessments<\/strong><\/td>\npass over<\/strong><\/td>\nstay behind<\/strong><\/td>\n<\/tr>\n
Litigation<\/strong><\/td>\npasses over<\/strong><\/td>\nstays behind<\/strong><\/td>\n<\/tr>\n
Encumbrances on the asset itself (mortgage, pledge, attachment)<\/td>\ntransfer<\/td>\ntransfer with the property<\/td>\n<\/tr>\n
History and reputation<\/td>\ntransfers<\/td>\ndoes not transfer<\/td>\n<\/tr>\n<\/tbody>\n<\/table><\/div>\n
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If the value of the business lies in its licences, permits or long-term contracts<\/strong>, buying the assets may deprive you of the very thing you are paying for. If the value lies in the property<\/strong>, an asset purchase is safer. So we choose the structure on the strength of the review, not because \u201cit works out cheaper\u201d.<\/p><\/div><\/div>\n

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

Risks the balance sheet does not show<\/h2>\n
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Suretyships and guarantees for third parties<\/h3>

The company guaranteed a partner\u2019s loan, and the balance sheet may say nothing about it. The guarantee is called in after you have bought the company.<\/p><\/div><\/article>

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Tax assessments<\/h3>

An audit may arrive years later covering periods when you were not yet the owner. Along with the company you inherit its tax history.<\/p><\/div><\/article>

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Assets that do not belong to the company<\/h3>

Equipment on lease, premises rented, the fleet registered to the director. You buy a \u201cbusiness\u201d that owns nothing.<\/p><\/div><\/article>

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Encumbrances<\/h3>

Mortgage, pledge, tax lien, attachments in enforcement proceedings. They follow the property whatever the structure of the deal.<\/p><\/div><\/article>

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The seller\u2019s insolvency<\/h3>

The most dangerous risk. A transaction made by a debtor within three years before insolvency proceedings are opened can be declared invalid under Art. 42 of the Bankruptcy Code as harmful to creditors, and the asset will be taken from you even years later. Checking the seller for signs of insolvency is therefore essential.<\/p><\/div><\/article>

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Shareholder conflicts<\/h3>

A share sold without the other members\u2019 consent, articles restricting disposal, a sale decision taken improperly: the co-owners challenge the deal.<\/p><\/div><\/article>

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Antitrust clearance<\/h3>

If the parties\u2019 figures exceed the thresholds in Art. 24 of the Law \u201cOn Protection of Economic Competition\u201d (as a guide: combined assets or turnover of the parties above 30 million euro with at least two of them above 4 million euro in Ukraine; or a target in Ukraine above 8 million euro and another party above 150 million euro), the deal needs prior clearance<\/strong> of the concentration. Without it: a fine and the risk of invalidity.<\/p><\/div><\/article><\/div>\n

Protection in the contract<\/h2>\n

A template contract does not protect the buyer. What an asset purchase agreement should contain:<\/p>\n

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Seller\u2019s warranties<\/h3>

A written confirmation that the company has no hidden debts, guarantees, disputes or tax risks; and that the assets belong to it and are unencumbered.<\/p><\/div><\/article>

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Indemnity<\/h3>

The seller\u2019s undertaking to compensate losses if the warranties prove untrue. It is this clause that turns warranties into a basis for recovery.<\/p><\/div><\/article>

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Escrow of part of the price<\/h3>

Part of the sum, usually 10\u201320 % of the price, is held for 6\u201312 months and paid to the seller only if the hidden risks do not materialise.<\/p><\/div><\/article>

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Conditions precedent<\/h3>

The deal takes effect only once certain conditions are met, in particular repayment of debts, antitrust<\/a> clearance, and release of encumbrances.<\/p><\/div><\/article>

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Payment terms and the moment title passes<\/h3>

These must be aligned with each other. The most dangerous arrangement is to pay everything before re-registration.<\/p><\/div><\/article><\/div>\n

Common mistakes made before people come to us<\/h2>\n