Selling an online store – legal aspects of the transaction

Selling an online store – legal aspects of the transaction

What is e-shop sales?

Selling an online store is a complex operation that goes beyond simply transferring a website address. An online store is a collection of various components—a domain, a website, a customer database, products, trademarks, social media accounts, supplier agreements, software, licenses, and often the entire logistics infrastructure. The law allows for various forms of transferring this type of business: you can sell it.

• an enterprise within the meaning of the Civil Code (i.e. an organized set of assets),
• an organized part of the enterprise or individual components based on separate agreements - if the store is run in the form of a capital company,
• an alternative is to sell shares of this company.

Each solution has different legal and tax implications. Below, we will focus on the sale of an e-commerce business as a set of assets (an enterprise) by a sole proprietor or partnership.

What does an “online store” include?

Before a transaction occurs, the parties should carefully agree on the subject matter, meaning which elements of the online store will be transferred to the buyer. Typical components of an online store include:

• Internet domain: The store's website address. It is important to transfer the domain rights to the buyer;
• Website and software: The entire store code (if it's proprietary software) or the rights to use the store platform (if the store is SaaS-based or licensed). If the store uses SaaS platforms, check the terms of the agreement with the provider to see if the account can be transferred to another entity. If the software is dedicated, it's worth specifying elements such as the website's source code, databases, graphic templates, and configuration files in the agreement.
• Customer database and personal data: This is a highly sensitive element due to GDPR. With the sale of a business, customer data may be transferred to the buyer as the new controller – but customers must be informed of the change of controller and purpose (in the event of the store continuing its operations). Often, the sales agreement obliges the parties to fulfill information obligations towards data subjects. Alternatively (if, for example, the buyer plans a different use of the data), customer consent may be required for the transfer of their data.
• goods (stock): If the store has physical stock of goods,
  They are usually part of a transaction – ownership of the items in the warehouse is transferred. It's worth preparing a detailed inventory list, describing the quantity and value of the products;
• Equipment and fixed assets: If the store includes, for example, computer equipment, servers, office furniture, or delivery vehicles, these can also be sold. When the entire business is sold, everything is transferred to the new owner, unless the parties exclude certain items;
• Trademarks, logos, and store name: These are elements of intellectual property. If the store's brand name is a registered trademark (e.g., with the Polish Patent Office or the European Patent Office), the agreement should provide for the transfer of trademark protection. It's worth clarifying the rights to use the name, domain, and logo to avoid future disputes.
• Content copyright: Online stores often have unique content – ​​product descriptions, photos, blog posts, graphics. Copyright for this material must be transferred or licensed;
• Contracts with contractors: A store may have contracts with product suppliers, courier service agreements, software agreements (e.g., payment gateways, ERP systems), warehouse leases, etc. It's possible for the buyer to automatically enter into these contracts in place of the seller, unless specific provisions or the contracts themselves provide otherwise. However, sometimes the other party's consent to the transfer is required (e.g., a lease agreement may require the landlord's consent). Therefore, before finalizing the transaction, it's worth reviewing all relevant contracts and obtaining the required consents for the assignment;
• liabilities and debts: In principle, the purchaser of a business is jointly and severally liable with the seller for the latter's debts related to the operation of the business (up to the value of the acquired assets).

This means that if the seller had outstanding liabilities (e.g., to suppliers or tax arrears) related to the store, creditors can also demand payment from the new owner. The parties may agree otherwise in the contract (e.g., that the seller assumes or repays all debts), but this does not bind third parties without their consent. Therefore, a safe transaction should be preceded by due diligence —an analysis of whether the company has any hidden liabilities. Often, a portion of the sale price is withheld until specific debts are settled or contingent upon the absence of third-party claims.

Transfer of intellectual property – what to remember:

In the context of an online store, it's crucial that all intellectual property rights are transferred to the buyer. In addition to the aforementioned trademarks and content copyrights, it's worth noting:

• Store software: If a seller has outsourced the creation of a website, they should have a copyright creation agreement and a copyright transfer agreement (or a license to use) with that company. Otherwise, the buyer may only acquire a "copy" of the website without the right to develop or reproduce it. Ideally, the seller should declare in the sales agreement that they hold full copyright to the website and transfer these rights to the buyer.
• Customer database: Databases themselves may also benefit from legal protection (sui generis database rights). It's worth specifying in the agreement that the entire customer/contractor database is also transferred, along with the rights therein.
• Social media: A store's presence on Facebook, Instagram, or another platform is often a crucial marketing channel. It's worth regulating the takeover of social media accounts – they are not formally owned by the seller, but access (passwords) and administrative rights can be transferred to a new person.

Completion of the transaction – a new beginning

Selling an online store is a serious undertaking that requires careful planning, especially if the store is large and has a large customer base. A good contract protects the interests of both parties and prevents many potential disputes. The buyer gains a ready-made business with a well-established market position, while the seller receives financial resources and often the opportunity to pursue new projects (unless restricted by a competition clause). It's important to conduct the entire process under the guidance of an experienced lawyer and tax advisor to ensure a secure, legal, and tax-efficient transaction.

Our team offers comprehensive support for online store sales , from preparing the appropriate contract to tax issues and finalization. This allows our clients to successfully close the e-business sales chapter and focus on their next challenges.