Carve-out: selling part of a business

In a partial division, the separated assets and liabilities pass to the successor company as a whole by law, including contracts and obligations, while the original company continues. A transfer of part of a business takes place by agreement, giving greater control over its content but involving different consent and form requirements. Tax consequences also differ, so choosing the route is a joint decision with your tax adviser. However, the Act does not permit a partial division, for example, where as a result the divided company and one of the successor companies would face impending insolvency, nor, since 17 August 2026, where the successor company's liabilities would exceed the value of its assets (Section 3(5)(e) and (f) of Act No. 309/2023 Coll.). We therefore review the balance of the assets and liabilities that are to pass when choosing the route.

In a partial division, they pass to the successor under the plan; in a business transfer, they pass with the transferred business. In both cases, however, we check key contracts for change-of-control and non-assignment clauses. A customer or supplier unaware of the transition is an unnecessary risk; a communication plan is part of the project.

A matter of months — partial division involves statutory steps and creditor-protection periods, while a business transfer requires preparation of the inventory and consents. If a sale follows, the stages can partly overlap: the buyer's due diligence can begin during separation.

An asset deal is a third route and sometimes the fastest — but the buyer chooses what to take, and the seller may be left with unexpected liabilities. A carve-out followed by a share deal produces a cleaner outcome for both sides. We compare all three routes for your case during the consultation.