What is an asset and liability agreement and why do I need it?

With an asset-liability agreement, you acquire individual components of a business — such as customers, inventory, assets, and intellectual property (assets) and specific debts (liabilities) — rather than the entire legal entity via shares. It is particularly useful if you only wish to acquire a part, but it requires more administration (such as substitution with the landlord). In any case, personnel are transferred by operation of law.

An asset-liability transaction transfers both assets and liabilities. Assets include, for example, customers, inventory, possessions, and intellectual property rights; liabilities include, for example, debts to suppliers. In practice, sometimes only a portion of the assets and liabilities is transferred.

Difference compared to a takeover agreement (shares)

When acquiring a legal entity, you purchase the shares (via a notary). The new shareholder takes the place of the previous one and automatically receives all assets and liabilities, remains bound by existing agreements, and becomes responsible for the personnel. This is usually called an acquisition agreement and is simpler: everything transfers automatically, including existing contracts.

This is not the case with an asset and liability agreement: existing agreements do not automatically transfer. For example, you must conclude a substitution agreement with the landlord so that the buyer takes the seller's place — this requires more administration. The notion that an asset and liability agreement is less risky is incorrect: a good acquisition agreement can also protect the buyer, for example by ensuring the seller remains personally liable for a certain period.

When is an asset and liability agreement useful?

This is particularly useful if you wish to acquire only a part of a legal entity: a portion of the debts or assets remains with the old BV, while another part goes to a different BV with its own Chamber of Commerce registration number. If the rights to the trade name have also been transferred, this can even be done under the same name. This structure can also be a solution for acquiring an association, foundation, or sole proprietorship, either wholly or partially.

Special protection for personnel

An asset-liability transaction could entail risks for the staff: the buyer could take over all assets and liabilities except for the staff, who would then remain in an empty BV. That is not permitted. The law protects employees: if the business activities are taken over, the staff must transfer, and they are employed by the buyer by operation of law. On this point, therefore, an asset-liability agreement is no more advantageous than a share acquisition.

Frequently Asked Questions

What is the difference compared to a share acquisition?

In a share acquisition, you purchase the entire legal entity, and everything transfers automatically. In an asset and liability agreement, you purchase separate components, and existing agreements must be transferred separately.

When should I opt for an asset and liability agreement?

Especially if you wish to acquire only a part of a business, or when (partially) acquiring an association, foundation, or sole proprietorship.

Will the staff transfer?

Yes. Upon the acquisition of business activities, the personnel transfer to the buyer by operation of law; you cannot simply exclude them.

Assistance with a business acquisition

An acquisition is complex and requires all existing agreements to be thoroughly reviewed. The legal experts at MKB Juristen draft the acquisition or asset and liability agreement. View our expertise in corporate law or schedule an intake meeting .