Übertragende Sanierung (business transfer restructuring)

In a business transfer restructuring, the insolvency administrator sells the viable core of an insolvent company — the business, a business unit, or individual divisions — as a whole to an investor, instead of shutting the company down and liquidating it piecemeal. Legally this is a classic asset deal: the buyer acquires the assets needed to run the business, not the insolvent company itself, which stays behind with its liabilities and is subsequently liquidated.

This is distinct from restructuring within the existing legal entity — for example via an insolvency plan with a share-deal structure — where the insolvent company itself survives and is merely relieved of debt. Business transfer restructuring is by far the more common route: it practically always runs through an existing or purpose-formed acquisition vehicle (Auffanggesellschaft) of the buyer, to which assets, contracts (with counterparty consent) and — automatically under § 613a BGB — the employment relationships of transferred staff pass.

For buyers, business transfer restructuring is the default path when acquiring out of an opened insolvency: it allows a fast acquisition of going-concern value, often completed within weeks of the proceeding opening, without assuming legacy liabilities. Time pressure is significant — the longer a business runs without a buyer, the faster its going-concern value erodes, which is why administrators often start an investor process early, sometimes already during preliminary administration.