"Buy the assets, not the company" doesn't stop the tax office in four of the seven countries I checked

You already know the rule. Buy the assets, not the company, and the seller's problems stay with the seller. It's the first thing anyone tells a first-time buyer, and at the small end it's why most deals are structured the way they are.

On Aug. 22, 2026 I read the statutes themselves, in seven countries, to find out how far the rule travels.

In four of the seven, a tax office can come to the buyer for the seller's unpaid tax, whatever your purchase agreement says. In the other three it can't by default, and one of those three lets you sign the debt onto yourself with a single form. Separately, in six of the seven the staff transfer with the business whatever the deal is called; the seventh is Luxembourg, where I couldn't confirm the employment code.

Where protection exists, it isn't a clause your lawyer drafts. It's a certificate from a tax office, and the seller controls whether you get one. So it comes down to a single request made before you sign, and to knowing what a refusal does and doesn't mean, because that's the part most buyers get wrong.

I'm not a lawyer in any of these countries. This is what the statutes say, not what you should do in your deal; where I write "ask," I mean ask your adviser. I read the national legislation portals and the tax authorities' own procedure pages, quoted the text or marked the finding as not found, and every rule here is what the text said on Aug. 22, 2026.

The whole article in one table

Swipe the table sideways to see all 5 columns.

Every "no" here means I didn't find a rule, not that I proved there isn't one, and the country sections carry exceptions the table can't hold: property with a VAT history reaches a buyer in Britain and Ireland with no signature at all, in Britain a chain of earlier insolvencies can too, and in the Netherlands agency staff and subcontracting chains have rules of their own. If your seller's country isn't in the table, that's a gap in my reading, not a finding about the country: the two questions transfer anyway. Does a tax office here reach the buyer of a business, and is there a certificate that stops it?

Find your row and read that country, then read When he says no and Four requests. Those apply wherever you're buying.

There's a message near the end you can copy and send. It's the whole of what this article asks you to do; everything before it is why the wording is what it is.

The four where the debt follows

Spain. Article 42.1.c of the General Tax Law makes whoever takes over an economic activity liable for the tax the previous owner ran up in it, including what he withheld from staff or should have, and the agency can come to you without chasing him into bankruptcy first. It doesn't apply to scattered items, only to what lets the activity continue, and not to purchases out of an insolvency. The assessment window is four years, but it restarts on any formal notice to the taxpayer, so a 2022 debt can still be live in 2029.

There is no ceiling on the Spanish liability. Not the price, not the value of what you bought, none at all.

And the staff are not a separate, gentler problem. Under article 44 of the Workers' Statute they transfer with the business along with his social security obligations, and for three years afterwards you are on the hook alongside him for wages and contributions he didn't pay, including for people who were never on the payroll at all. That last clause is the one that matters, because it's the version you cannot find by reading the payroll. Budget for the other end too: dismissing an inherited employee without valid grounds runs to about 33 days' pay per year of service, capped at two years' pay, with older service and economic dismissals calculated differently. That figure and the three-year wage liability come from the employment code rather than the tax statutes this article is built on, so put the number to a Spanish adviser.

Belgium. Sell the parts of a business that carry the customers and the sale isn't effective against the treasury until the end of the month following the month the tax collector is formally notified. Notify him on the 2nd and that's nearly two months; on the 30th, barely one. Until then the treasury can act as though the sale never happened, against things you've already paid for. (The rule used to be article 442bis of the income tax code; a law of April 13, 2019 moved it to article 50 of a new recovery code, in force from Jan. 1, 2020. If an adviser quotes you 442bis, ask when he last checked.)

After that, the sale stands but you remain liable alongside him for what he owed the state, tax and non-tax alike, capped by what you had by then paid or credited to him.

That last word decides whether the cap moves. Money held back under the contract plainly hasn't been paid; whether it counts as credited is a different question, and I don't know the answer. I've also seen this provision only in a mirror of the official gazette, not on the gazette itself, so treat the wording as reported rather than verified.

You can still act without the answer, because holding money back does three things and only the third is in doubt. It keeps cash on your side of the table to pay a bill that may arrive. It gives the seller a dated reason to chase a certificate he'd otherwise let drift. And it may lower the statutory ceiling. The first two hold whichever way a Belgian lawyer answers, so the retention is worth having before anyone knows. Whether it also lowers the statutory ceiling turns on that one word and on how the money is held. Put both questions to him together; they have one answer.

Luxembourg. Section 116 makes the buyer liable alongside the former owner, but only where the business changes hands as a whole; buy separate assets and it doesn't fire. The tail is short: the last full tax year before the sale plus the part-year up to it, roughly two years by my reading rather than Spain's open-ended exposure. Purchases out of a bankruptcy estate are excluded. Section 116 contains no certificate mechanism, and whether some other instrument does the job I couldn't establish; I didn't confirm the position on social contributions or on staff at all. Treat Luxembourg as liability confirmed, protection unknown.

One more Luxembourg provision inverts the usual advice: section 117 requires a buyer who discovers the seller's returns were wrong, incomplete or never filed to tell the tax office within a month, or become personally liable for the amounts himself. Everywhere else, finding a problem in diligence is pure upside: you renegotiate or you walk. There, finding it and sitting on it is how you acquire it. Whether that month starts at the purchase or at the discovery I can't tell from the section I read, which is exactly the thing to ask before you decide an awkward discovery is a private bargaining chip.

Poland. Article 112 of the Tax Ordinance makes the buyer liable with everything he owns, jointly with the seller, for arrears up to the day of purchase, capped at the value of what he bought; purchases in enforcement or bankruptcy are excluded outright. It does end: no decision making you liable can be issued more than five years after the end of the year the arrears arose, with three more to collect on one once made. Five plus three is eight years, which is longer than most buyers keep the business.

Two things decide whether it lands on you.

First, article 112 catches the buyer of an enterprise or of an organised part of one, and that second branch is what decides an online deal. Buy a domain and a trademark from a company that keeps trading and you've bought scattered items. Buy the brand, its supplier, the selling accounts, the customer list and the person who runs it, and you may well have bought an organised part without ever buying a company, which is also close to the Spanish test of whether the activity can continue. The question for an adviser isn't "was this an asset deal," it's whether what you're buying, taken together, lets the business run without the seller. And "we only bought assets" doesn't answer it.

Second, the civil code makes you jointly liable for the enterprise's trade debts too, capped at its value, unless at the moment of purchase you didn't know about them despite having exercised due care. This is the one place in the article where a check pays off even when it finds nothing, because the file showing what you looked at, and when, is itself the defence. Build it from the right creditors, though: due care here is about the enterprise's trade debts, so supplier and creditor evidence is what goes in this file. The tax certificate below answers a different creditor and belongs in a different one.

But notice which way the exception cuts. It protects the buyer who looked properly and still couldn't have known. It doesn't protect the buyer who looked, found something and bought anyway, because knowing about a debt is exactly what puts it on you. A check that turns something up is a fact you have to price, not file.

And say the cap plainly, because "capped" sounds like protection. Capped at the value of the business means the worst case is paying for the business twice: once to the seller, once to the state.

The three where it doesn't, and the one you sign yourself

Netherlands. Chapter VI of the 1990 collection act is a closed list of about 25 grounds for making a third party liable for someone else's tax. I read it. "Buyer of a business" isn't on it, and a transfer of a whole set of assets counts as no sale at all for VAT, so there's no Dutch version of the Spanish rule and nothing to certify against. Two things still reach a Dutch buyer, neither about buying: articles 34 and 35 of that same act can make you liable for someone else's payroll tax if the business hires through an agency or works down a subcontracting chain, and you step into the seller's shoes for VAT adjustment, so property with a VAT history brings that history along. The staff transfer, and here the law does hand the buyer something: the seller stays jointly liable for a year afterwards for obligations arising before the transfer.

Ireland. Same shape: no general successor rule, and a transfer of a business counts as no sale for VAT. One exception matters: if the deal includes what the law calls a capital good, in practice property with a VAT history, you become successor to the previous owner's obligations on it, as if the VAT he claimed back had been yours. The staff transfer, except where the seller is in insolvency proceedings, and even that falls away if the insolvency was arranged to get round the rules. On employer social insurance arrears I found no successor rule, but I also didn't find a provision saying there isn't one, which is weaker than the Dutch closed list. Don't read my silence as a clean bill.

United Kingdom. The statute is built backwards from the continental model: liabilities can move from seller to buyer, but only if both of them apply for it.

So almost nothing lands on you automatically. Almost. Staff do, and here more than anywhere, because any act or omission of the seller before the transfer counts as yours. Capital Goods Scheme obligations do, on property of £250,000 or more. And Schedule 13 of the Finance Act 2020 can make you jointly liable for the tax of a company that replaced insolvent ones, on thresholds narrow enough to name: at least two insolvencies inside five years, a debt over £10,000 and more than half the unsecured liabilities, the same or similar trade, and you connected to the new company as a director, a participator, or simply someone taking part in running it.

Then there's the one you do to yourself. Take over the seller's VAT registration number, form VAT68, a joint application, and his unpaid VAT on that number becomes yours. HMRC's own guidance says the buyer is liable for any outstanding VAT from the seller's registration, including VAT on stock and assets the seller kept.

Goods the seller kept for himself, and the VAT on them is yours, because you took his number. No cap and no time limit, because this isn't a successor rule at all: it's the whole open balance on a registration you volunteered to inherit. And people volunteer for a sensible reason. The number sits on invoices, keeping it looks like continuity, and changing it costs a fortnight of paperwork and one email to your trade customers' accounts departments.

That fortnight is the whole of what you'd be buying, and the balance on the other side is one screen in his tax account. Ask to see it before anyone signs. If the screen doesn't come, don't leap: plenty of owners don't have the login because their accountant does, so ask the accountant for a statement instead, and take a flat no the way you'd take a refused certificate, as a question rather than a verdict. One thing not to assume meanwhile: taking his number is not what makes the sale free of VAT. That turns on conditions of its own, of which your own registration is one, and I checked the liability rule rather than the relief.

Two British things that sound like they'd follow and don't: unpaid PAYE, where the regulations say the new employer isn't liable for tax deductible before the change, and unpaid National Insurance, where the rule that exists defines "employer" as the employer before the change. So a contractor who turns out to be an employee in all but name brings the transfer rules with him, and in Britain his back contributions stay with the seller. Elsewhere I didn't check.

The certificate, and who holds the key

Spain's is the fullest, and most summaries get it backwards.

Under article 175.2, someone intending to take over an activity has the right, with the current owner's agreement, to ask the tax administration for a detailed certificate of the debts, penalties and liabilities arising from it. The tax agency runs it as a named procedure, RA17, the certificado de sucesión de actividad. Then:

• Certificate lists debts: your liability is limited to exactly what's on it.
• Certificate comes back clean: you're exempt.
• The administration doesn't produce it within three months: you're exempt anyway. Silence runs in your favour, which is the opposite of what almost everyone assumes.
• You never asked: full liability, and the seller's penalties are added on top.
• You asked after the deal closed: no effect at all, whatever it says.

You don't have to sit out the three months before signing: what matters is the date of the request, not the date of the answer.

A certificate that comes back with a number on it hasn't created that liability. It has capped it, at exactly what's listed, where without the request you'd have carried the lot plus his penalties. What it does mean is that you now know the figure before you decide what to pay him, which is the whole point of asking early. And be exact about how far the cap reaches: the exemption is only as wide as the office issuing it, and that office collects national tax and nothing else.

Belgium's is the certificat d'acquisition de fonds de commerce, and the key sits on the other side of the table entirely: the collector issues it, but only the seller can apply. He must refuse if the seller owes anything on the day of application, or if it comes after a tax audit has been announced or while one is running. It has to be dated within the 30 days before the deal is notified, so the paperwork itself comes late, and a certificate the seller "got months ago" has no effect. Belgium also runs the machine twice: a separate 1969 statute does the same for social security contributions, with its own certificate from a different body. One certificate closes one of them.

Poland's is the most mechanical, and it has a name you can put in an email: the zaświadczenie o wysokości zaległości podatkowych zbywającego under article 306g. The tax office issues it freely to the seller, and to the buyer only with the seller's consent. Seven days, 21 złoty, about five euros. You aren't liable for arrears it doesn't show. But if more than 30 days pass between issue and sale, liability comes back for anything arising in the gap, so a Polish closing can be scheduled to sit inside the window, or drift out of it while everyone waits on a landlord.

On cost and language, what I know: Poland is 21 złoty because the fee schedule says so, and for Spain and Belgium the official descriptions I read name no fee at all for the certificate. None of these are English-language processes and I didn't check what a foreign applicant does about that, so budget for a local accountant to file rather than assuming a laptop will do.

When he says no

He will, sometimes, and politely. My accountant says we're current. It takes weeks. We'd be adding a step for nothing.

Don't read that as a confession. A seller with nothing owing can be refused a Belgian certificate because a routine audit is running, and routine audits are routine. Walking away from a clean business because a tax office is doing its job is a good way to lose a good deal.

Read it as an unfinished question. There are three reasons a certificate doesn't appear: a balance is owing, an audit is under way, or nobody has started the paperwork. Ask which, and get the answer in writing. There's a fourth reply, and it's the commonest of all: let's deal with that when we get to a letter of intent. It sounds like agreement and works like refusal, because by the week you get there you've stopped being able to walk.

Handle all four the same way, by pricing the answer instead of interpreting it: a retention written into the purchase agreement rather than promised in a call, held wherever the deposit is held, released when the certificate lands. How to size it is a few paragraphs down.

Ask early, with one exception. In Belgium the document itself has to be applied for late, inside the 30 days before the deal is notified, so what you ask for early there is his commitment to apply when the time comes. In Poland it's the same shape for a different reason: a certificate obtained too early expires before you close.

And the question isn't hard to ask. It's hard to ask without apologising for it, and I have no immunity to that either. This is probably unnecessary, but my process requires it invites exactly one reply, and it's the one you didn't want. Nobody asks a person they like to prove himself. The fix isn't nerve, which nobody has by week five. It's sending the question before there's anyone to like.

The version you can send

No article numbers, no countries, nothing to rewrite. Send it through whoever is running the process rather than around them, and if your own adviser wants to change a word, his version wins.

I ask all of these about every business I look at.

First, which company is selling, and where is it registered? The registered name and number rather than the trading name.

Second, I'd like a certificate from your tax office confirming what, if anything, is outstanding. Usually that needs your consent, and sometimes only the seller can apply at all, in which case what I'm asking for now is your agreement to apply when the time comes. I'm asking early because in a few places the request stops working once the deal has closed.

Third, who is paid by this business, on what contract, and in which country?

If a certificate can't be issued, that's often for reasons that have nothing to do with you, so I'd rather know which than guess. And if it isn't going to be there before we close, tell me now, so we can agree how to handle the gap rather than discover it late.

Could you let me know either way by the end of the week?

If you're buying in Britain, add one line: And will you be asking me to take over your VAT registration number? If so I'd like to see the balance on it first. If you're buying in Spain, add: And could you send your Informe de Trabajadores en Alta?

Decide now what you'll do with a number

A certificate listing €40,000 never turns up on the first morning. It turns up late, after the advisers are paid, when the seller has become someone you talk to, and it turns up with an explanation attached: an old assessment, a dispute with an accountant, something under appeal. The explanation may well be true. What you can't do by then is weigh it fairly, because that far in almost nobody walks away. You argue the figure down a little, decide the explanation holds, and sign. So would I.

So write the rule down in week one, while it costs nothing: whatever the certificate shows stays behind until it's cleared or knocked off the price.

And size the retention from his own paper rather than from a round number that feels comfortable. Ask for the last four VAT returns, or the local equivalent, and the last four payroll filings, and add up what they say was due. That sum is your exposure on the two creditors that matter most, and the certificate confirms or clears only part of it, because payroll filings carry social contributions and that is a different creditor, which both the Spanish and the Polish certificates leave out. So the filings give you the size of the retention and the certificate gives you a receipt for one of the two. Hold back against the whole sum and release against the whole sum, not against the certified part. Either the figure is small and you know what you're holding back against, or the documents don't arrive, which is the refusal turning up in a different envelope. What the retention is not is a ceiling on your exposure. In Spain there isn't one, and in Poland it's the whole value of the business. It's the money you can reach, not the money at risk.

Two numbers, and neither of them is a guess: what his own filings say was outstanding, and what it costs you to ask. The asking is an email. The filing is 21 złoty in Poland; in Spain and Belgium the official descriptions I read name no fee, which isn't the same as knowing it's free. Either way what you're spending is an accountant's hour in a language you don't read. Whichever country you're in, the first number is the one with commas in it.

If he won't agree to a retention the size his own filings imply, he has told you what he thinks is in them.

Four requests, and where they go

Ask all four through whoever is running the process, and after a confidentiality agreement rather than around one. Buyer terms carry a non-circumvention clause, and going round the side can leave you owing the fee anyway. Early means early in the process, not outside it.

You've already sent the first two. Here is what each was for, and the two the message doesn't carry.

1. Which legal entity is selling, and where is it registered? Most national registers confirm free that a company exists, who signs for it and whether accounts are filed. The United States has no national register, so ask which state and search that one, and treat the US as unchecked rather than clear: I didn't read the state statutes for this article, and successor liability there is a state-level question with clearance certificates of its own.

2. Will you consent to a tax certificate? Ask your adviser whether that consent belongs in your exclusivity terms, because in Spain and Poland it's the cheapest place to put it.

3. Are we taking over your VAT registration number? If it's British and the answer is yes, ask to see the balance on that number before anyone signs. This is the only exposure here you can remove entirely by declining a form.

4. Who is paid by this business, on what contract, and in which country? Then don't rely on the answer, because "is anyone here off the books" is a question whose answer is always no. In Spain ask for his Informe de Trabajadores en Alta, the social security list of who is actually registered, and count it against the people you saw working the day you visited. The three-year liability covers the difference. The staff transfer where the debt doesn't: in Britain their history transfers with them, in the Netherlands the seller stays liable for a year. Ask which of them has agreed to stay, and price the ones who haven't.

Four yeses mean you closed the biggest single hole for four emails and, in Poland, about five euros. They don't mean the deal is clean, and anyone who tells you a checklist finished the job is selling you the checklist.

If you're not in a deal this week, one thing is still worth ten minutes today. Open the last listing you saved, find which country the selling entity sits in, and read that row of the table. If the answer is Britain, write yourself a line now: before anyone signs a VAT68, find out what's on that number.

Where the certificates leak

Now the border of what you've just done. The Spanish certificate covers only what the issuing office is competent to assess, and that's national tax. Not social security, a different creditor with its own certificate. Not regional tax, not municipal tax, and nothing owed to staff, which given that three-year liability for his unpaid wage bill is not a small omission. And in the Basque provinces and Navarra, where the provincial treasuries collect instead, a national certificate has reduced or no effect and you need the provincial one.

Poland's leak is narrower and sharper. The liability crosses to social contributions and the protection doesn't. It's a gap in a list: the social insurance law borrows the tax rules by naming which articles apply, and it names article 112, paragraphs 1 to 5. Paragraphs 6 and 7, which are the shield, aren't named, and neither is the certificate provision. So a Polish buyer holding a clean tax certificate is covered for tax and exposed on contributions.

I'll be straight about the strength of that one. The lists are primary text and I read them, but I haven't checked how the courts read the gap. Treat it as a question for a Polish adviser, not a settled answer.

Both leaks say the same thing in different languages. A certificate closes one creditor. Count the creditors before you decide you're closed.

Why nobody hands you one unasked

If a clean seller can prove he's clean for 21 złoty and seven days, why doesn't every seller arrive holding the certificate?

Partly because most sellers sit somewhere no such document exists. But where it does, the proof still isn't free for the honest one: applying tells a tax office that a business is changing hands, in Belgium the collector must refuse the moment an audit is announced, and waiting is time another buyer can use to move first. The whole benefit lands on you, every cost lands on him, and because buyers don't ask, producing nothing costs him nothing.

The cheap proof is cheap for the wrong party. You won't fix that and don't need to: all of it lives inside your own deal, and you move the cost back to his side in one line, on the day he says no.

The part the contract can't fix

Every purchase agreement has a clause saying the buyer takes on no liabilities other than those listed. It's a good clause. It binds the two people who signed it.

It doesn't bind a tax office in Madrid, a collector in Brussels, a creditor in Warsaw who was never party to it, or an employee whose rights came from a European directive rather than from your negotiation. Those obligations don't arrive through the contract, so they can't be drafted out of it. They arrive with the business, in some countries and not others, and the only thing standing between them and you is a document that needs the seller's signature before anyone can even ask for it.

Two gaps, stated plainly. Belgium's official gazette returned server errors on every attempt, so that statutory text came from a mirror publishing the official Monitor, with the substance confirmed on the finance ministry's own page. Portugal, Italy and France aren't in the table because I couldn't confirm them against primary law in this pass, and I won't cite an article number I haven't read.

Grig Kochedykov runs Provenance Diligence, an independent pre-purchase check that works for the buyer from public records, without needing the seller's cooperation, which is the half of this article you can do before he answers anything. He pulls company registers, insolvency, sanctions and enforcement records for buyers in the week between "I like this one" and "I'm signing," anywhere in the world, for a fixed fee that runs to about half a percent of a small deal. The statutory citations behind this article, with the primary-source links and the gaps he couldn't close, are published in full at https://provenancediligence.com/notes/sources-sellers-tax-debt-seven-countries.html.