Auffanggesellschaft (acquisition vehicle)

The Auffanggesellschaft is the legal entity through which an investor practically executes the acquisition in a business transfer restructuring. It can be an already existing operating company of the buyer — for instance a strategic consolidator integrating the insolvent business into an existing subsidiary — or purpose-formed for the transaction, usually as a GmbH and commonly referred to in practice as a „NewCo”.

The Auffanggesellschaft signs the asset purchase agreement with the insolvency administrator, takes over the agreed assets and — where staff are taken on — automatically steps into their employment relationships under § 613a BGB. When newly formed, financing, management, company registration and any required licences all need to be in place ahead of the planned closing in parallel — a common time bottleneck in tightly scheduled bidding processes.

Not to be confused with the Transfergesellschaft: while the Auffanggesellschaft continues the operating business and becomes the permanent employer of the transferred workforce, the Transfergesellschaft is a fixed-term holding solution solely for staff who do not move to the acquiring business. For buyers, early clarity on the structure of their own acquisition vehicle — existing unit or NewCo — is an essential building block of a credible bid in the tender process.