Company law

Assets/liabilities transactions

The term assets/liabilities transaction is often heard in connection with a transfer of company ownership or shares when we hear about it at Kooijman Autar in Rotterdam. Such a transaction involves the transfer of all property (including receivables) belonging to the company (or that part of the company which is changing hands), whereby the buyer assumes responsibility for the debts or an agreed proportion of those debts. This is different from a straightforward share transaction which involves the transfer of shares in the capital of a limited company (BV or NV) in Rotterdam, as a result of which control and ownership pass from one party to another.

Points of attention with an assets/liabilities transaction or transfer of shares in Rotterdam

Each item (property, receivable, or other right) is subject to certain legal transfer requirements. For example, all receivables must be formally transferred by means of a notarial deed and by notifying the relevant debtors of the transfer. It is essential to have full information about the various formalities that must be observed in an assets/liabilities transaction. Any failure to comply with the formalities in full could render the transfer null and void, in which case the transferor remains the owner of the property in question. Our specialists in Rotterdam are happy to provide more information about the transfer of shares during an appointment.


An assets/liabilities transaction is often preferable to a transfer of shares because it provides greater clarity about precisely what is changing hands. In a share transaction or transfer, it can be far more difficult to identify all rights, shares, and obligations of the BV or NV that is established in Rotterdam.


The transfer of a sole proprietorship or a general partnership can only be effected by means of an assets/liabilities transaction with the assistance of a notary firm.


Schedule an appointment with our corporate specialists

Please contact our firm in Rotterdam if you need further information about assets/liabilities transactions or the transfer of shares within your company. We shall be pleased to offer advice on your situation. Call us on +31 (0)10 285 88 88 to schedule an appointment with our corporate specialists. We also provide advice on the incorporation of a company.



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Aileen van Driel

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