Asset transfer
We will move an asset from one company to another so that it holds up later: the right form, the consents it needs, a price that survives review and a record of what changed.
When you need an asset transfer
The asset sits in the wrong company
Equipment, a brand or a product line ended up where it was convenient at the time. Now it blocks a sale, a loan or an investor coming in.
You are building a holding structure
Assets are being gathered under one owner so the group can be financed and sold as a whole. Each move needs its own form and its own price.
A founder holds it personally
A domain, a mark or a repository is registered to a person, and the company only uses it. Until it moves, the company sells something it does not own.
You are selling part of the business
A buyer wants the line and not the company behind it. What moves has to be listed, priced and separated from what stays.
A lender or buyer asked for proof
Someone wants to see that the asset belongs where the balance sheet says. A transfer that was never documented reads as a gap.
What you get
- The right form of transfer
- Every consent it needs
- A price you can defend
- Signed documents in order
- Registrations and notices done
What an asset transfer involves
A transfer is one event that has to satisfy several readers at once: the tax authority that will ask about the price, the registry that records it, and the counterparty whose consent the contract required.
Getting the paperwork signed is the visible part. What decides whether the transfer holds is the form it took and whether every permission behind it was actually obtained. Deals built around licensing and acquiring intellectual property are a service of their own.
What is required
- A clear description of the asset: what exactly moves, and what stays with the seller.
- Proof the transferring side owns it, back to the document that put it there.
- Consents: co-owners, lenders holding security, landlords, and counterparties named in contracts that travel with the asset.
- A corporate decision on both sides, taken by the body the charter says can take it.
- A price and the reasoning behind it, kept in the file.
Where transfers fail
- A contract that moves with the asset carries a clause requiring the other side to agree first, and nobody asked.
- The asset secures a loan, so it cannot move until the lender releases it.
- The price was set inside a group without reasoning, and it is reopened years later.
- The transfer was signed but never registered, so the public record still names the previous owner.
- Employees were treated as part of the assets, when their move follows separate rules.
Forms a transfer can take
Sale of a named asset
The asset moves under a sale contract that fixes the price, the warranties and the moment risk passes. It suits a single item with a clear owner.
Transfer of a business as a whole
Contracts, equipment and stock move together as a working unit, and the people follow rules of their own. It suits the sale of a whole line or site.
Contribution against shares
The asset goes into a company and the transferor receives shares for it. It suits building a holding, where the valuation carries the weight.
Assignment of a right
For intellectual property and for contracts, what moves is the right itself, and it has to be in writing. It suits a brand, a patent or a contract moving on its own.
Sources: where both sides belong to one group, the price has to hold as if they were independent — the arm’s length principle of article 9 of the OECD Model Tax Convention, set out in the OECD Transfer Pricing Guidelines, written for tax administrations and multinational groups. Form, consents and registration are set by the country.
Stages of work
Deciding what actually moves — 2–3 working days.
We will write the list: the asset itself, the contracts attached to it and the equipment it runs on. People are on the list too, as a route of their own. Anything unlisted stays behind.
This is where one transfer can turn out to be several, each with its own form and its own consents.
Checking who is allowed to move it.
We will trace ownership back to the document that created it and look for anything holding the asset in place: security, co-ownership, an option someone was granted.
Consents are the part you do not control, so we will identify them before the form of the deal is fixed and start asking early.
Choosing the form of the transfer.
Sale, contribution against shares, assignment or the move of a whole business each carry different tax, different documents and a different amount of time.
We will set out what each one costs and what it gives, and the choice is yours to make.
Pricing it so it survives review.
Where the two sides are related, the price has to stand up as an arm’s length figure, and the reasoning is best written down while the deal is current.
How and by when that reasoning has to be documented is set by the country, so we will check what your side of the deal is required to keep.
Documents and signatures.
The contract, the corporate decisions on both sides, the act recording handover and the annexes listing what moved are prepared as one set.
We will check that whoever signs on each side is who the charter says can sign, and that the decision behind it exists on paper.
Registrations and notices.
Where the asset sits on a public register, the change has to be recorded there before it means anything to a third party.
Counterparties are told in the form their contract requires, and we will keep proof that each notice arrived.
Closing the file.
You end with one folder: what moved, on what basis, who agreed, what was registered and what the price rested on.
Our other work on group structure sits in the Corporate & Structuring area.
FAQ
Discuss
the Task
Speak to our team
Speak to our team. Tell us about your task –
we’ll help you with it in any jurisdiction.