1. Creditors

In the event that the sale of an enterprise makes it harder for creditors to recover their claims, creditors may deal with the situation in court, i.e. call for a judicial ruling that the transfer of the seller’s claim to the buyer is ineffective towards this creditor. The deadline to submit an objection is 60 days from when the creditor learned about the sale of the enterprise, however no later than 6 months from the day when the sale of the enterprise was registered in the Companies Register. If the court rules that the transfer of the liability is ineffective, the obligation to fulfil the liability when it is due towards the creditor remains with the seller. However, the buyer is entitled to demand compensation for the satisfied liability including the related payments.

2. Discount on the purchase price

The buyer is entitled to demand a reasonable discount on the purchase price of the enterprise for missing or defective assets. When assessing the defectiveness of assets, their ability to serve the operation of the enterprise and also the time of their use, as recorded in the accounting records, must be taken into account. A discount on the purchase price may only be granted if the defective and missing assets are listed in the protocol of acceptance. Otherwise, a discount is also difficult to enforce in court, unless it is proved that the seller knew about the faultiness of the assets at the time they were handed over. If the new owner of the enterprise (buyer) finds out about the faults as late as during the operation of the enterprise, the owner is entitled to a discount on the purchase price after notifying the fact to the seller without undue delay and no later than 6 months from the effective date of the contract.

3. Withdrawal from contract

The buyer has the right to withdraw from the contract if the enterprise is not fit for operation as stipulated in the contract, and it is not possible to remedy the defects reported in time, or the seller fails to rectify them within a reasonable period determined by the buyer. In the event that the contract also involves the right of ownership of immovable property, the buyer may withdraw from the contract if the right of ownership is not transferred to the buyer. If the seller fails to rectify this defect within a reasonable period determined by the buyer, the buyer is entitled to withdraw from the contract.