Concept and Nature of Singular Succession
Die Singular Succession refers in German law to the transfer of an individual right or legal position from one natural or legal person to another. In contrast to universal succession (Universalsukzession), in which an entire legal position or a significant part thereof is transferred to another person, singular succession (Singularsukzession) is always limited to specific, individual rights or claims.
What is characteristic is that only the designated legal position is transferred, not the whole estate or legal relationship. Singular succession can relate to property, claims, contractual rights and obligations, or other legal positions.
Legal Foundations of Singular Succession
Singular succession is regulated in various statutes, especially in the German Civil Code (BGB), the Commercial Code (HGB), the Stock Corporation Act (AktG), the Transformation Act (UmwG), and other special laws. Depending on the nature of the right to be transferred, different provisions apply.
Civil Law
In the BGB, singular succession is regulated within §§ 398 ff. BGB (assignment of claims) and §§ 413 ff. BGB (assignment of other rights). The transfer of ownership of movable objects also follows the rules in §§ 929 ff. BGB through agreement and delivery.
Commercial and Corporate Law
The HGB contains provisions on the transfer of commercial rights and on singular succession in connection with the sale of parts of a business, the continuation of a business name, or the transfer of shares in business entities.
Forms of Singular Succession
Transfer of Property
This particularly includes the acquisition of ownership of movable and immovable property. The transfer requires agreement on the transfer of ownership (agreement) and, for movable property, delivery to the transferee (§ 929 BGB). For real estate, entry in the land register is also required in accordance with § 873 BGB.
Assignment of Claims (Cession)
The assignment of claims represents a central form of singular succession. The previous creditor (assignor) transfers his claim to a new creditor (assignee) by means of an assignment agreement. The statutory basis is found in §§ 398 ff. BGB. Other legal relationships remain unaffected by the assignment (“no contractual assumption”).
Transfer of Other Rights
In addition to claims and property, other rights such as liens, mortgages, usufruct rights, and other partial rights can also be transferred individually. There are also specific statutory provisions depending on the legal nature of the respective right.
Assumption of Liabilities
Singular succession relating to liabilities (assumption of debt) is regulated in §§ 414 ff. BGB. The debtor of a liability can be replaced via an assumption of debt agreement, either with the creditor’s consent or as a mere promise to the previous debtor (contractual assumption of debt).
Succession in Company Shares
The transfer of shares in partnerships (e.g., limited partnership or civil law partnership) or corporations (e.g., GmbH shares, stocks) is carried out by way of singular succession. However, specific company law provisions on validity and form (e.g., notarization for GmbH shares) must be observed.
Distinction from Universal Succession
Universal succession is characterized by the transfer of legal relationships as a whole to another person, such as in inheritance or company mergers. In contrast, in singular succession only the specifically designated right or position is transferred. Singular succession generally requires a separate transfer agreement for each right, while in universal succession, the transfer of all relevant rights and obligations is effected by law rather than by individual acts.
Example:
If a person inherits the entire estate of another upon death, this constitutes universal succession. If, however, only a single claim or a specific object is transferred from one person to another, this is singular succession.
Requirements and Effectiveness of Singular Succession
For the effectiveness of singular succession, depending on the subject matter, the following requirements in particular must be observed:
- Agreement on the transfer (contract conclusion)
- Fulfillment of special formal requirements (e.g., notarization for real estate or GmbH shares)
- Satisfaction of specific publicity requirements (e.g., land register entry for real estate)
There are sometimes statutory restrictions on transferability (e.g., highly personal rights) or contractual prohibitions on assignment.
Legal Consequences of Singular Succession
Upon completion of singular succession, the successor acquires all rights, obligations, securities, and ancillary rights associated with the right, provided this is provided for by law or contract. In some cases, additional consent from third parties (e.g., in the event of a change of debtor) or fulfillment of further legal requirements may be necessary.
The successor basically enters only into the respective legal position; unlike universal succession, there is no comprehensive transfer of all other obligations or rights from the predecessor’s assets.
Significance and Areas of Application of Singular Succession
Singular succession plays an essential role in numerous areas of law, including in particular:
- Civil law: in the transfer of claims, property, and other rights
- Commercial and Corporate Law: especially in share transfers, commercial transactions, and company sales
- Real estate law: in the transfer of real estate and condominium ownership
- Law of obligations: assumption of debt, contract assignment, or transfer of securities
Limits and Special Aspects of Singular Succession
Not all rights can be transferred individually. In particular, highly personal rights—such as claims for maintenance or compensation for pain and suffering—or rights whose transferability is excluded by law or individual agreement, are non-transferable.
In addition, notification obligations to third parties may exist in singular succession, such as when assigning claims (“notification obligation”), to ensure legal certainty and protection for both the debtor and the successor.
Summary
Singular succession is a fundamental instrument for the transfer of assets and legal positions under German law. It allows the targeted, contractually or legally regulated transfer of individual rights, claims, or property, and is fundamentally different from universal succession. The legal consequences, requirements, and restrictions of singular succession are determined primarily by the type of right being transferred and the relevant statutory provisions. Its scope of application extends to key issues in civil, commercial, corporate, and real estate law, and significantly influences legal and business transactions.
Frequently Asked Questions
Which rights and obligations are transferred to the acquirer in singular succession?
In singular succession, only certain specifically designated rights and obligations are transferred from one person to another. This typically concerns individual assets such as real estate, claims, company shares, or certain contract positions. The transfer occurs through a legal transaction (e.g., sale, gift, assignment, transfer of ownership), by law (e.g., in the case of inheritance), or by court decisions. Within this succession, the acquirers generally enter into all rights and obligations associated with the transferred item, insofar as these are inseparably connected with the right (e.g., mortgage charges on properties, defenses or ancillary rights in the case of claims). Non-transferable rights, highly personal obligations, or debts expressly tied to the previous right holder remain unaffected. It should be noted that, depending on the type of right, formal requirements (e.g., notarization, official authentication, entry in the land register) must be complied with for the transfer to be effective.
What formal requirements apply to the implementation of singular succession?
The form required for singular succession depends on the right or object being transferred. The transfer of movable property is generally carried out by agreement and delivery pursuant to § 929 BGB. For real estate, § 311b BGB requires notarization of the acquisition transaction and entry in the land register. Assignment of claims is generally form-free pursuant to § 398 BGB, but in some cases (such as for claims requiring notarization) specific formalities must be observed. In addition, contractual agreements or legal rules may specify special formal requirements. If these are not observed, the succession right is either pending invalid or void from the outset. Therefore, legal advice should always be sought regarding the specific form required in case of doubt.
How does singular succession differ from universal succession in legal terms?
Singular succession (Singularsukzession) is characterized by the fact that only certain individually specified legal positions are transferred to an acquirer. The acquirer becomes the legal successor only with regard to these specific assets. Universal succession (Universalsukzession), on the other hand, means that all rights and obligations of a person as a whole are transferred to the successor, as is typically the case in inheritance (§ 1922 BGB) or in the merger of legal entities (§ 20 UmwG). In singular succession, a separate transfer process is required for each asset, whereas universal succession takes effect by operation of law and even covers ancillary and marginal obligations without separate legal acts.
What role do creditors and debtors play in singular succession?
In the context of singular succession, the legal status of creditors and debtors is highly significant. Pursuant to § 398 BGB, for example, the assignment of a claim generally does not require the debtor’s consent, but the underlying obligation may not be fundamentally altered by the assignment (the protection function of § 399 BGB, e.g., exclusion in highly personal relationships). The debtor must normally be notified of the assignment so that performance can be validly rendered to the new creditor (§ 407 BGB). On the creditor side, it should be noted that entering into the contract or right entails inheriting all existing defenses and objections (§ 404 BGB). Moreover, individual contract clauses or statutory prohibitions can restrict or exclude the entry of third parties.
Are there any special features relating to singular succession in companies?
Within companies, specific rules often exist governing the transfer of individual company rights. In partnerships, for example, the transfer of partnership shares generally requires the consent of all partners (§ 719 BGB for GbR, § 105 HGB for OHG). For a GmbH, the transfer of shares requires notarial recording of the transfer contract (§ 15 GmbHG), whereas stocks may be transferred under the Depository Act or by simple agreement and delivery, provided that bearer shares are involved. In addition, articles of association often contain restrictions on assignment that make singular succession more difficult or subject to certain conditions. Without compliance with these requirements, the transfer of company rights is not legally effective.
What tax considerations must be taken into account in singular succession?
Singular succession can involve a variety of tax implications, which differ depending on the right being transferred. The acquisition of real estate, for instance, is usually subject to real estate transfer tax in accordance with the GrEStG. Assignment of claims, if consideration is paid, may result in income tax liabilities. Gratuitous transfers of rights, as occurs in the context of gifts, are generally subject to gift tax (ErbStG). VAT consequences must also be considered, for example, if a business unit is transferred (§ 1 para. 1a UStG), unless it involves the transfer of an entire business. The tax treatment should therefore always be examined on a case-by-case basis before consummating a singular succession, to correctly capture tax burdens, double taxation, or the eligibility for exemptions.
