Aqui-hiring in Germany
Aqui-hiring is a type of company transfer that originated in the Anglo-Saxon legal sphere. “Aqui” stands for the assets acquisition part, “hire” for hiring employees. Together, this is a combination of licensing IP and taking over key employees. The IP, mostly software and trademarks, is not supposed to be purchased in one go as in a typical asset deal, but licensed exclusively and irrevocably. This way, the assuming entity wants to act swiftly and at low cost by saving extensive due diligence processes and notarizations. This makes even smaller transactions efficient, e.g. purchasing a smaller startup company. This requires little knowledge of the startup’s legal form and sphere. Therefore, acqui-hiring is also attractive for transnational acquisitions and increases the circle of potential acquirers internationally.
The IP transfer sounds like a simple license contract, but from a corporate law perspective it qualifies as an asset deal and thus as an Exit regardless. This requires a consenting shareholder resolution to be valid. In turn, liquidation preferences for investors apply and (virtual) shareholders shall receive their share (minus the liquidation preferences).
From a labour law perspective, the transaction qualifies as a transfer of business (Betriebsübergang) according to § 613a of the German Civil Code (Bürgerliches Gesetzbuch, BGB). This way all employees are transferred automatically, but they may legally object to it (even if it may not make sense in most cases). A problem occurs if one of the employees who was key for the transaction does not want to work for the acquirer. Since the employees can decide independently, the transaction may not only depend on the will of the two parties. In most cases this will be solved by including corresponding conditions precedent in the license agreement.
In an aqui-hiring transaction as well as in other types of exits you need a law firm with expertise in IP, labour and corporate law. Feel free to contact us via email to hi@streiff.law for an informal first meeting.
Published on 10.08.2025