Retention of title (Eigentumsvorbehalt, § 449 BGB)

Simple retention of title under § 449 BGB is the most common form of trade credit security: the supplier remains owner of delivered goods until the purchase price is paid in full, even once the debtor has put them to use or holds them in stock. Insolvency proceedings don't change that legally — the goods remain third-party property for as long as the receivable is outstanding.

In its extended form (verlängerter Eigentumsvorbehalt), the supplier secures itself further: the debtor assigns the future receivable from reselling the goods to the supplier at the point of delivery (an advance assignment). In practice this frequently collides with a financing bank's blanket assignment (Globalzession) — which security ranks first depends on timing and any partial-waiver clauses in the credit agreement, and is often its own due-diligence line item.

For buyers of an asset deal out of insolvency, this means concretely: inventory under (extended) retention of title can be segregated from the estate (§ 47 InsO) and doesn't automatically form part of the purchased assets. Anyone wanting to keep it in stock must either take over the outstanding supplier receivable or negotiate a separate release — otherwise the supplier can demand handover after closing. Any acquired receivables should also be checked for outstanding advance assignments.