Besitzphase

Besitzphase is a German term that literally translates to “possession phase.” It is used primarily in the context of German property law and in the area of corporate takeovers and mergers to denote the period in which an acquiring party obtains de facto control over a target enterprise or real property before the formal legal transfer of ownership is completed. During a Besitzphase, the acquiring party typically assumes day‑to‑day management responsibilities, negotiates key contracts, and integrates operational processes, while the title deed or corporate registration remains in the name of the original owner. The phase ends when the transfer of legal ownership is formally executed, usually via registration in the land register or corporate registry.

In property transactions, the Besitzphase is significant for tax, environmental, and regulatory compliance. Lease agreements, utility contracts, and building permits often require an explicit acknowledgment of the new possessor, even though title remains unchanged. Für Steuerrechtlich must the new possessor report the commencement of the possession phase for the purpose of local tax assessment and building certification procedures.

In the corporate domain, the concept is analogous to the “operative merger” stage. Under the German corporate law (Aktiengesetz and GmbH‑Gesetz), the acquisition of the majority of voting rights triggers a transfer of managerial control. The former owner may stay listed on the board until the official legal transfer is recorded, creating a dual legal–operational structure. National securities authorities examine the Besitzphase for market‑impact disclosures.

Regulators treat the Besitzphase as an essential period for protecting creditors, minority shareholders, and creditors’ rights. Credit agreements frequently incorporate “Klauseln zur Besitzphase”, obligating the new owner to maintain certain protective covenants until the final title change. The concept is also referenced in trade‑law literature to distinguish between “Besitz” (possession) and “Eigentum” (ownership).