Leases and transactions
Asset deal
Purchase of the property itself by transferring ownership of the land.
In an asset deal, the buyer acquires land and building directly, with a notarised purchase agreement and registration in the land register. Leases pass by law. Real estate transfer tax applies, at a rate of between 3.5 and 6.5% depending on the federal state. Liabilities of the selling company do not pass with the property.
Process
After due diligence and negotiation, the purchase agreement is notarised. This is followed by a priority notice in the land register, payment once conditions are met and registration of ownership. Benefits and burdens usually pass on an agreed transfer date.
Tax
Besides real estate transfer tax, VAT issues must be clarified. The transfer of let commercial property is often a non-taxable transfer of a going concern; alternatively, the parties opt for VAT. Errors can trigger substantial back payments.
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