In an asset/liability transaction, the company itself is sold, without the shares in the company (NV or BV) being transferred. Instead, the shares in the company remain, and specific assets, such as individual assets and liabilities, the customer base, and personnel, are transferred to the buyer.

The buyer only takes over the assets, debts, rights and obligations that are stated in the purchase agreement. It is crucial that the takeover agreement accurately describes which parts of the company are being transferred and which are not.