transfer of undertaking

noun · Betriebsübergang

The transfer of undertaking is the Betriebsübergang of § 613a BGB, and the word carries a regime: the acquirer enters the employment relationships by operation of law, dismissals because of the transfer are invalid, and the employee holds a one-month right of objection. M&A prose like Übertragung des Unternehmens hides all of it; and the regime follows the asset deal, while a pure share deal leaves the employer unchanged.

Which translation, when

Eintritt kraft Gesetzesthe core: where a Betrieb or Betriebsteil passes to a new owner by legal transaction, the new owner enters into the rights and duties of the existing employment relationships, § 613a Abs. 1 BGB, automatically and without the employee’s consent being asked first; terms set by Tarifvertrag or Betriebsvereinbarung become content of the contract and may not be changed to the employee’s detriment within a year of the transfer.

Kündigungsverbotthe shield: a dismissal by the old employer or the new owner because of the transfer is invalid, § 613a Abs. 4 BGB, a prohibition of its own standing that does not hang on the thresholds of general dismissal protection; dismissals for other reasons, operational ones included, remain possible on their own conditions.

Unterrichtung und Widerspruchthe choice: the employees must be informed in Textform before the transfer about its time, its reason, its legal, economic and social consequences and the measures envisaged, § 613a Abs. 5 BGB, and the courts demand concrete, company-specific information; within one month of receiving a proper notification the employee may object in writing, § 613a Abs. 6 BGB, without giving reasons, to the old or the new employer; a defective notification does not start the clock, and the objector stays with the transferor, where an operational dismissal often follows.

Übersetzungsbrückethe word: transfer of undertaking is the term of Directive 2001/23/EC, carried into UK law as TUPE, and its German counterpart is the Betriebsübergang; renderings like Übertragung des Unternehmens read as a corporate sale and lose the protective regime, and the practical switch runs with it, an asset deal moves the Betrieb and triggers § 613a BGB, a pure share deal changes only the shareholders and as a rule does not.

Why

Transfer of undertaking translates as Betriebsübergang, and the pair matters because the German word is the gate to § 613a BGB. The mechanism is automatic: where a Betrieb or Betriebsteil passes to another owner by legal transaction, the acquirer enters into the rights and duties of the employment relationships existing at the time of transfer, by operation of law; collectively agreed terms become content of the individual contracts and carry a one-year bar on changes to the employee’s detriment, and for older liabilities transferor and transferee answer side by side. Around the entry the statute builds protection. First the shield of Abs. 4: a dismissal because of the transfer, by either side of the transaction, is invalid, a prohibition standing on its own feet, independent of the thresholds of general dismissal protection, while dismissals for other reasons stay available on their own conditions. Then the information and the exit of Abs. 5 and 6: before the transfer the employees must be informed in Textform of its time, its reason, its legal, economic and social consequences and the measures envisaged, and the case law reads the duty strictly, boilerplate does not do; within one month of a proper notification the employee may object in writing, without reasons, and a defective notification leaves the month unstarted. The objector keeps the old employer and often meets an operational dismissal there, so the right is real and double-edged. For translation the traps are two. The word: Übertragung des Unternehmens or Unternehmensübertragung read as M&A prose and lose the regime, while the directive term, transfer of undertaking, TUPE in the UK, maps precisely onto Betriebsübergang. And the transaction: the regime follows the business as an asset, so an asset deal triggers § 613a BGB, while a pure share deal changes only the shareholders of an unchanged employer and as a rule does not.

Typical mistakes

Übertragung des Unternehmens reads as a corporate sale and hides the § 613a regime, the term is Betriebsübergang.
The entry into the employment relationships happens by operation of law, so a text making it depend on the employee’s prior consent misstates the mechanism; the employee’s tool is the later objection.
An asset deal triggers § 613a BGB, a pure share deal as a rule does not, so translating both as Unternehmensverkauf erases the switch the regime turns on.

What matters

A share-purchase or asset-purchase memorandum touching the workforce: the translation should say Betriebsübergang where § 613a BGB is triggered, keep the ban on transfer-related dismissals and the one-month objection visible, and reserve the corporate-sale vocabulary for the share deal that leaves the employer unchanged.

Authority

§ 613a BGB

What the machine misses

Machine output turns transfer of undertaking into Übertragung des Unternehmens or Unternehmensübertragung, M&A prose that hides the term of art: the German concept is the Betriebsübergang of § 613a BGB, and with the word the protective regime disappears from the text, the entry into the employment relationships by operation of law, the ban on dismissals because of the transfer, and the employee’s one-month right of objection.

See what the machine does with this clause →

Examples

the transfer of an undertaking or business	der Übergang eines Betriebs oder Betriebsteils
the transferee enters into the rights and obligations	der Erwerber tritt in die Rechte und Pflichten ein
a dismissal by reason of the transfer	eine Kündigung wegen des Übergangs
to object to the transfer within one month	dem Übergang innerhalb eines Monats widersprechen