Müügiloa

Müügiloa is a term used in Estonian business law to describe a situation where a company's assets are sold to a third party, but the company's liabilities remain with the original owner. This can occur in various scenarios, such as when a company is insolvent and its assets are sold to pay off its debts, or when a company is acquired by another entity and the acquiring company takes over the liabilities.

The concept of müügiloa is regulated by the Estonian Commercial Code, which outlines the legal framework for such transactions. The sale of assets under müügiloa is typically used as a restructuring tool to allow a company to continue operating, even if it is facing financial difficulties. The process involves the transfer of the company's assets to a new owner, who then assumes responsibility for the liabilities.

One of the key aspects of müügiloa is that the original owner retains control over the company's operations and decision-making processes. This can be beneficial for the company's employees and other stakeholders, as it allows for a smoother transition and continuity of operations. However, it is important to note that the original owner is still legally responsible for the company's liabilities, which can have implications for personal liability.

Müügiloa can be a complex legal process, and it is recommended that companies seeking to use this tool consult with legal professionals to ensure that all legal requirements are met and to minimize potential risks. The success of a müügiloa transaction depends on various factors, including the market conditions, the willingness of the new owner to assume the liabilities, and the overall financial health of the company.