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Liability when taking over a German business

Buying a business as a whole brings more than machines and customers. The first module shows which of the predecessor's taxes the buyer answers for under section 75 of the Fiscal Code, within which time window and only up to the assets taken over, and why a transfer of a going concern triggers no VAT. The second covers liability for old debts when the firm name is continued under section 25 of the Commercial Code, how to exclude it and the seller's residual liability, then the transfer of employment relationships under section 613a of the Civil Code, with information, objection and the dismissal ban.

Intermediate2 modules43 minModule 1 free to read

2026 rules — verified on September 23, 2026

Figures are tied to dated, sourced tax constants. A module whose rules have changed is flagged for review, and is unpublished automatically beyond 90 days.

By the end of this course, you can…

These outcomes are the modules' own: the promise cannot say anything the course does not teach.

  • check whether a purchase is a transfer as a whole that triggers the acquirer's liability under section 75 AO
  • separate business-related taxes and withholding amounts from the seller's personal taxes
  • work out the double time window: arising since the previous year, assessed within one year of registration
  • confine the liability to the assets taken over and use the priority of enforcement against the seller
  • invoice a transfer of a going concern correctly for VAT and take over the running adjustment periods
  • recognise when continuing the existing firm name makes the buyer liable for all business debts of the predecessor
  • structure the exclusion of liability so that it works against creditors: registration and publication, or notice
  • determine the seller's five-year residual liability and when it starts
  • plan the transfer of employment relationships under section 613a BGB with information, objection period and dismissal ban
  • delimit the joint liability of seller and buyer for employee claims in time and by share

The programme, module by module

Each module has its own page. Durations are derived from the actual text, never announced by hand.

  1. Module 123 minFree — no accountThe predecessor's taxes: liability under section 75 AO and the transfer of a going concernWhat you will be able to do
    • check whether a purchase is a transfer as a whole that triggers the acquirer's liability under section 75 AO
    • separate business-related taxes and withholding amounts from the seller's personal taxes
    • work out the double time window: arising since the previous year, assessed within one year of registration
    • confine the liability to the assets taken over and use the priority of enforcement against the seller
    • invoice a transfer of a going concern correctly for VAT and take over the running adjustment periods
    Read this module
  2. Module 220 minIncluded in the full courseOld debts and staff: continuing the firm name under section 25 HGB and transfer of undertaking under section 613a BGBWhat you will be able to do
    • recognise when continuing the existing firm name makes the buyer liable for all business debts of the predecessor
    • structure the exclusion of liability so that it works against creditors: registration and publication, or notice
    • determine the seller's five-year residual liability and when it starts
    • plan the transfer of employment relationships under section 613a BGB with information, objection period and dismissal ban
    • delimit the joint liability of seller and buyer for employee claims in time and by share
    View the module — full course

What you take away

A handout you keep, not just a page you read. The sections are derived from the course itself: what is announced here is exactly what gets generated.

  • Participant handout (PDF)

    PDF

    • Learning objectives (2)
    • Key figures (4)
    • Mistakes to avoid (2)
    • Official sources (2)

  • Exercise workbook (Word)

    Word

    • Learning objectives (2)
    • Key figures (4)
    • Mistakes to avoid (2)
    • Official sources (2)

Answers live in a separate appendix: the participant handout and the workbook stay distributable before the exercise.

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Where this course leads

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Read in German

Educational content, current with the sources cited. It does not replace advice tailored to your situation. These courses are neither certifying nor CPF-eligible: they prepare for no certification registered with the French RNCP or specific register.