When a business is taken over from insolvency by means of a so-called asset deal, there is a change in the legal entity. In this case, only the tangible and intangible assets (such as trademark rights, inventory, or patents) are transferred to a newly founded company.
This results in the following legal consequences:
No universal succession: Unlike in a merger of companies, the new company does not automatically assume all existing contracts, liabilities, and obligations of the insolvent predecessor company.
Limitation of liability: In accordance with insolvency law provisions (in particular with regard to Section 25 of the German Commercial Code (HGB) and the special provisions of the Insolvency Code (InsO)), the acquirer is generally not liable for liabilities incurred by the insolvent company prior to the date of acquisition.
Creditor status: Claims resulting from legal transactions with the insolvent company (e.g., warranty claims, refund claims, or outstanding deliveries from the period prior to the transfer) remain legally valid against the original debtor and can generally be registered in the insolvency table.
Establishment of new legal relationships: From the date of the economic transfer (effective date), all legal transactions are concluded exclusively with the new legal entity, resulting in independent liability and warranty obligations for all future transactions.