§ 25 HGB (business-name continuation)

§ 25 of the German Commercial Code (HGB) provides: if the acquirer of a commercial business continues operating under the seller's existing trade name (Firma), the acquirer is liable for all liabilities that arose in the seller's business — regardless of whether the acquirer knew about them. The rationale: business partners rely on the continuity of the name shown in the commercial register, not on the legal entity behind it.

The liability can be avoided: either the buyer changes the trade name noticeably (purely cosmetic tweaks aren't enough), or seller and buyer agree a liability exclusion that is promptly registered and published in the commercial register — or individually notified to the business partner — after the takeover (§ 25(2) HGB). Without that publicity, the exclusion has no effect against third parties.

For insolvency buyers this matters most when the brand or the established trade name carries real value — continuing the name is often exactly the point of the acquisition. In practice, the liability exclusion is therefore agreed as standard in the Asset Purchase Agreement and published alongside the buyer's registration in the commercial register, so the name's value can be captured without inheriting the insolvent company's legacy debts.