Asset transfer – assets, employees and liabilities in an asset deal
Share
In an asset transfer (inkråmsöverlåtelse), the acquirer buys selected assets and business units instead of the company's shares. This makes it possible to control what is included in the deal – but staff, contracts, permits, VAT, and certain rights cannot always be handled solely by a list in the purchase agreement.
Key points in brief
- Specify exactly which assets are included and which are not.
- List contracts to be taken over and check if the counterparty's consent is required.
- Assess whether the transaction constitutes a transfer of business according to section 6 b of the Employment Protection Act (LAS).
- Handle union negotiations according to the Co-Determination in the Workplace Act (MBL) when there is an obligation to do so.
- Regulate purchase price, inventory, accounts receivable, liabilities, warranties, and closing mechanics.
| Assets | Machinery, inventory, fixtures, IP, domains, customer records, and goodwill. |
| Contracts | Customer, supplier, leasing, licensing, and rental agreements. |
| Personnel | Business transfer, employment terms, and information/negotiation. |
| Liabilities | What the acquirer takes over versus what the seller retains. |
| Closing | Inventory taking, delivery, redemption of security interests, and transfer of systems/access rights. |
An asset deal differs from a share transfer
In a share purchase, the company remains the same legal entity after the deal. In an asset transfer, selected assets change owners. Therefore, the parties must identify objects, contracts, rights, and obligations in greater detail.
Employees may transfer according to section 6 b of the Employment Protection Act (LAS)
If the transaction constitutes a transfer of an undertaking, a business, or part of a business, rights and obligations arising from employment contracts may transfer to the new employer. The employee may oppose the transfer. The transfer itself is not grounds for dismissal.
Contracts and permits require individual analysis
A customer contract or leasing agreement does not always automatically transfer just because the business is sold. Check for non-assignment clauses, change-of-control-like clauses, counterparty consents, and whether official permits can be transferred.
Closing balance sheet and practical handover
A well-drafted agreement should describe what happens on the closing date: payment, inventory reconciliation, keys, IT access rights, domains, trademarks, customer data, personnel information, and outstanding orders. The more operational the business, the more important a concrete closing checklist becomes.
Common mistakes
- Writing 'the business is transferred' without a complete list of assets.
- Forgetting counterparty consent for important contracts.
- Overlooking section 6 b of the Employment Protection Act and MBL issues.
- Failing to regulate inventory and accounts receivable at closing.
- Transferring personal data without a separate data protection assessment.
Frequently asked questions
Do all liabilities transfer in an asset deal?
No. The starting point is that the parties specify what is taken over, but certain obligations may follow from the law or the specific transaction.
Do the employees transfer?
If the transfer falls under section 6 b of the Employment Protection Act, employment rights and obligations generally transfer to the new employer, provided the employee does not object.
Do customers need to approve the transfer?
That depends on the individual contract. Many contracts require consent for a transfer.
Is an asset transfer subject to VAT?
The VAT assessment depends on the structure of the transaction and whether, for example, it constitutes a transfer of a business as a going concern. Tax matters should be assessed specifically.
Asset Transfer Agreement Template Package 2026/2027
The template package includes a structure for assets, contracts, personnel, warranties, closing, and practical annexes for business transfers.
Read also
- Letter of Intent (LOI) – binding or not?
- Share Purchase Agreement – what should the agreement contain?
Sources and further reading
- Employment Protection Act (1982:80), section 6 b – The Swedish Parliament
- Co-Determination in the Workplace Act (1976:580) – The Swedish Parliament
Last updated: October 5, 2026. This article provides general information and does not replace individual legal advice.
