Meaning
German civil law protects workforce claims by holding both the predecessor and successor of a business unit accountable for specific financial obligations. Section 613a BGB joint liability creates a legal window where a seller and a buyer are responsible for pay or benefits that matured before the transfer. This rule covers claims that fall due within one year after the handover date.
It does not apply to obligations that arise solely from the period after the buyer has taken full control of the operation.
Creditor Security
The provision ensures that workers are not left without a solvent debtor during the transition of a company. Because the seller remains liable alongside the buyer, the employee can seek payment from either party if wages or pension contributions remain unpaid. This dual accountability discourages the use of transfers to evade payroll debts.
Liability Duration
While the joint liability covers claims from the first year, the seller remains liable for another two years for obligations that existed at the point of transfer but were not yet due. This staggered approach balances the protection of the worker with the finality of the business sale. It prevents long term uncertainty for the departing owner while securing the historical rights of the staff.
Buyer Risk
Acquisition agreements typically include specific indemnities to manage the impact of these statutory rules. A buyer may demand that the seller pay into an account to cover any claims that emerge under the joint liability clause. This contractual arrangement does not remove the legal right of the employee to sue the buyer directly, but it provides the buyer with the cash needed to settle the debt.
