- Legal & Deal Process
Entities, Assets and Licences: What Actually Transfers
A business that operates across borders is often a patchwork of entities, agreements and permits. Knowing which pieces transfer, and how, is the first job in any deal.
A business is not one thing
An owner may describe their business as a single operation, but legally it is often several: a holding company in one country, a trading subsidiary in another, distribution rights under a separate agreement, a brand registered in some jurisdictions but not others, and licences tied to specific entities or individuals. A buyer needs to map every piece before agreeing to buy any of them.
Entities: who owns what, where
Start with the corporate structure. Which company in which country owns each part of the business? Are there minority shareholders, dormant entities, or holding structures that exist for tax or historical reasons? Getting this picture clear at the outset avoids surprises mid-deal. In some jurisdictions, foreign ownership restrictions may limit what a buyer can hold directly, and a local partner or structure may be needed.
Assets: not everything moves easily
Physical assets — equipment, vehicles, stock — are usually straightforward to transfer, though customs and import rules apply when they cross borders. Intangible assets are harder. Intellectual property may be registered in one country but not another. Distribution rights may be personal to the seller. Customer contracts may contain change-of-control clauses. Each asset needs to be checked individually.
Licences and permits
Many businesses depend on licences to operate: trading licences, sector-specific permits, import or export authorisations, health and safety approvals. Some transfer with the business; others are personal to the holder and require fresh application by the buyer. A licence that cannot transfer, or that takes months to reissue, can hold up a deal or change its economics entirely. Identify every licence early and check its transferability in the relevant jurisdiction.
The practical lesson
Never assume that what exists will transfer. The exercise of mapping entities, assets and licences is painstaking but essential. It tells you what you are actually buying, what needs to happen for it to become yours, and where the deal may need a different structure than the one you first imagined. Do this work at the start of the process, not at the end, and do it with local professional help in every jurisdiction involved.