{"id":4498,"date":"2026-08-31T17:27:08","date_gmt":"2026-08-31T14:27:08","guid":{"rendered":"https:\/\/pathlawfirm.gr\/en\/?p=4498"},"modified":"2026-08-31T17:29:03","modified_gmt":"2026-08-31T14:29:03","slug":"business-transfer-liability-greece","status":"publish","type":"post","link":"https:\/\/pathlawfirm.gr\/en\/business-transfer-liability-greece\/","title":{"rendered":"Business Transfers and Existing Liabilities: Acquirer Liability under Article 479 of the Greek Civil Code"},"content":{"rendered":"\t\t
\n\t\t\t\t
\n\t\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t\t\t\t\t\n

Business Transfers in Practice<\/h2>\n\n

The acquisition of a business does not always take the form of an acquisition of the company operating it. For example, rather than acquiring the shares or equity interests in a company operating a hotel (share deal<\/strong>), an investor may acquire the business itself or the principal assets comprising its operations (asset deal<\/strong>).<\/p>\n\n

This distinction becomes particularly important where the transferring company has existing liabilities to suppliers or other creditors<\/strong>. The transfer of business operations to another entity does not necessarily mean that pre-existing debts remain exclusively with the former operator.<\/p>\n\n

In Greek business practice, particularly in the context of small and medium-sized enterprises, it is not uncommon for a company to transfer the business it operates and effectively cease its activities, while the same economic activity continues through the legal entity that acquired the business. The acquiring company may have a different corporate name and tax identification number, yet operate from the same premises, carry on the same business, serve the same customer base, use the same equipment, or be controlled or managed by persons commercially connected with the former operator.<\/p>\n\n

Business transfers between companies with affiliated interests are also not uncommon. In such cases, the operating activity may effectively be moved to a new entity while liabilities remain with the former company.<\/p>\n\n

The key issue, therefore, is not simply which company formally appears to operate the business. The relevant question is whether, from an economic and legal perspective, a transfer of the business<\/strong> has in fact taken place and whether the acquirer may also be liable for pre-existing debts.<\/p>\n\n

Acquirer Liability under Article 479 of the Greek Civil Code<\/h3>\n\n

Article 479 of the Greek Civil Code provides an important mechanism for the protection of creditors. Where a business is transferred, the acquirer may be liable to creditors for debts attributable to the transferred business.<\/p>\n\n

At the same time, the liability of the original debtor continues to exist. Where the statutory requirements are met, both the transferor and the acquirer may therefore be liable towards the relevant creditors. The provision is mandatory in nature and is intended to protect creditors where the debtor\u2019s asset base is transferred to a third party.<\/p>\n\n

An important practical consequence is that the transferor and the acquirer cannot, by agreement between themselves, restrict the rights of third-party creditors<\/strong>. Accordingly, even where an asset purchase agreement provides that the purchaser acquires the business without assuming its pre-existing liabilities, such a contractual provision is not, in itself, sufficient to exclude the application of Article 479 of the Greek Civil Code vis-\u00e0-vis creditors.<\/p>\n\n

Which Liabilities May Be Covered?<\/h3>\n\n

The acquirer\u2019s potential liability is not limited to debts that had already fallen due or had been judicially recognised at the time of the transfer.<\/p>\n\n

The critical issue is whether the legal basis giving rise to the claim already existed at the time of the transfer<\/strong>. Subject to the requirements of Article 479 of the Greek Civil Code, the provision may therefore also extend to obligations which, at that time, were still subject to a time limit or condition.<\/p>\n\n

Similarly, as a general rule, the acquirer\u2019s knowledge of the particular debt is not a prerequisite for liability. Good faith or lack of knowledge of a specific liability does not, in itself, prevent the application of Article 479.<\/p>\n\n

For creditors, this can be particularly significant. The fact that a claim had not yet been adjudicated or had not yet become due and payable at the time of the transfer does not necessarily prevent the creditor from also pursuing the company that acquired the business.<\/p>\n\n

When Is a Business Considered to Have Been Transferred?<\/h3>\n\n

In most commercial disputes of this nature, this is the central evidentiary issue.<\/p>\n\n

The analysis does not depend solely on the existence of a document entitled \u201cbusiness transfer agreement\u201d. The substantive question is whether, following the change in the entity operating the business, the organised economic unit retained its identity<\/strong>.<\/p>\n\n

In practice, relevant factors may include, among others:<\/p>\n\n