SSS · Investment Incentive Certificate Advisory

When we acquire a company, does the target’s incentive certificate pass to us?

Transfer of the certificate is possible but subject to approval and conditions; the commitments are taken over as well. Before the transaction, the incentive file must be reviewed as a sepa…

Updated · July 20261 min readCategory · Investment Incentive Certificate Advisory
Short answer

Transfer of the certificate is possible but subject to approval and conditions; the commitments are taken over as well. Before the transaction, the incentive file must be reviewed as a separate due diligence item.

Transfer of the certificate is possible but subject to approval and conditions; the commitments are taken over as well. Before the transaction, the incentive file must be reviewed as a separate due diligence item.

The structure drives the answer: in a share transfer the holder of the certificate is the same legal entity throughout, so as a rule the certificate stays where it is; on a transfer of the business or of its assets, moving the certificate across depends on the Ministry’s approval. Until that approval comes through, a gap can open in rights such as the customs and VAT exemptions until it comes through, which is why the closing calendar is aligned with the transfer-approval process rather than run past it.

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This content is for general information only and does not constitute legal advice. Please contact our team for an assessment of your specific circumstances.
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Investment Incentive Certificate Advisory

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