§ 613a BGB (business transfer)

§ 613a of the German Civil Code (BGB) provides: if a buyer acquires a „business” or „business unit” — an organisationally distinct, functioning operation, not just individual assets — every existing employment relationship transfers automatically to the acquirer, with all rights intact (pay, commitments, holiday entitlement, tenure). Employees can object, but only within a deadline, and objection doesn't change the default automatism for everyone who doesn't.

The rule applies in insolvency exactly as it does outside it — the seller's insolvency does not switch off § 613a BGB. The key question is scope: if the buyer acquires only individual assets (e.g. solely the brand or the inventory) without the organisational unit that constitutes a „business”, § 613a BGB doesn't apply. In practice the line between an asset purchase and a business transfer is frequently disputed and turns on criteria such as whether staff, customer base, operating equipment and know-how transfer together, assessed as a whole.

For insolvency buyers, § 613a BGB is usually welcome when a trained workforce is part of the value — it transfers automatically without negotiating new employment contracts. If a buyer deliberately wants to take on none or only part of the staff, that requires either very clean structuring as a pure asset purchase (without a business transfer) or a prior headcount adjustment by the administrator — the latter triggers social-plan obligations and typically adds 4–8 weeks.