§ 75 AO (business tax liability)

§ 75 of the German Fiscal Code (AO) provides: whoever acquires an entire business, or a separately run operating unit within a business, is liable for certain business taxes of the predecessor — notably VAT and wage tax — capped at the value of the acquired assets and limited to taxes that arose since the start of the calendar year preceding the transfer.

The practically most important exception for insolvency buyers: § 75(2) AO expressly excludes this liability when the acquisition happens through an insolvency administrator in the course of insolvency proceedings. The legislature didn't want an extra tax liability for the buyer to make it harder to realise value from insolvent businesses.

In practice this means: an asset deal done directly with the insolvency administrator carries materially lower risk around the predecessor's business taxes than buying a healthy company or a business outside insolvency. Buyers should still document in the purchase agreement that the acquisition is from the insolvency estate, so they can rely on the exception if the tax office ever raises the question.