Purchase of business premises

The sale or purchase of business premises is prescribed by the Sale of Goods Act. The Act does not contain specific formalities concerning the sale of business premises.

Before the purchase of business premises, it is advisable to request a housing manager's certificate listing any shares of loans directed at the premises, unpaid maintenance charges and completed renovations. Information on the company's financial statements describing its financial situation may also be obtained from the housing manager. The Articles of Association of the company in question contain any redemption or consent clauses that may be significant in terms of the final closing of the purchase. The use of the premises may also be restricted by the Articles of Association.

The deed of sale corresponds to the deed of sale of goods and may contain the following information:

• the seller and the buyer (full name as entered in the trade register, business ID and address)
• specific object of the sale (numbers of shares and the commercial property whose ownership the shares entitle to)
• the sale price and terms of payment
• transfer of ownership and share certificates, when effective
• transfer of proprietary rights to the property
• transfer of responsibility for costs related to the commercial real estate (maintenance charge, etc.)
• responsibility for the asset transfer tax (payable by the buyer)
• how the rights of the seller and the buyer are ensured if the entire sale price is not paid in connection with the conclusion of the sale
• sanctions in case of breach of contract.

The ownership of shares is usually only transferred to the buyer once the entire sale price has been paid.

Asset transfer tax

The buyer must pay the asset transfer tax without prompting and submit a notification on the tax to the local tax office in its place of residence within 2 months of the completion of the deed of sale. The rate of asset transfer tax is 1.6 % of the sale price. The notification is filed using the form VEROH 6012 confirmed by the tax administration. The buyer must present a receipt for the payment and the deed of sale.

If an estate agent is used, the agent will levy the asset transfer tax in connection with the completion of the deed of sale and remit the tax to the tax office. The estate agent will also complete the tax notification form and deliver the topmost page to the buyer as proof of paid asset transfer tax.

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