Therr is Person A with SoleTraderCompA and person B with no company.

Person A wants to sell to B, B wants to buy. Both residents of Germany.

How can this be processed? Transfer obligations etc.

eg. Does B have to open a UG (limited liability) and buy STCompA?

Any ideas would be appreciated.

  • 1
    Get a real lawyer, not some board on the web? Stackexchange is great for many purposes, but mistaken or outdated information could become really expensive in your case. – o.m. Nov 13 '19 at 18:42
  • @o.m. although I'm already cautious, your comment is valuable nonetheless. I only wish to get a vauge idea from here. – la_guardia Nov 13 '19 at 19:31

It's important to be absolutely clear on what is being sold. Using English translations may affect the outcome.

Assuming "SoleTraderCompA" is an Einzelunternehmen, the sale would be an asset sale. The company isn't sold, because the company is legally identical to person A! Instead, person A makes an extensive list of all assets he's selling (goods, real estate, intellectual property, etcetera). "SoleTraderCompA" might be a trade mark, in which case the trade mark can be sold.

Person B can also be an Einzelunternehmen, and as part of its business operations buys aforementioned assets from person A. But in general, any legal entity can buy the assets of person A, including a GmbH or AG.

  • Thank you for taking the time to answer. So here's the thing: Person A, opened a Einzelunterehnen. But B managed it and made some bad decisions, so the company owes money BUT it is also owed money. B wants to take all the obligations. – la_guardia Nov 14 '19 at 20:41
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    @la_guardia: That's lawyer time. An Einzelunternehmen is supposed to be run by the person who legally is that Einzelunternehmen. This is no longer a standard situation. Also, "the company owes money" can't be true since person A is legally the company. Person A owes the money. Again, see a lawyer. – MSalters Nov 14 '19 at 21:13

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