Legal aspects of the transaction
Online store sales
Selling an online store rarely involves simply transferring a domain or a password to the administration panel. In practice, it's about transferring the entire, functioning entity: brand, website traffic, customer relationships, supplier contracts, and logistics. An online store is an organized set of assets—from software and inventory to intellectual property rights and a customer base.
What do you need to remember?
Depending on the business model and the transaction objective, a sale can take various forms: the sale of an entire enterprise, an organized part of an enterprise, the sale of selected assets (e.g., the brand itself, domain, and customer base), or—in the case of a limited liability company—the sale of shares. Each of these options entails different legal and tax implications, so it's important to clearly define from the outset what exactly is being sold and what the buyer's intended business model should be.
What items are typically included in a store for sale?
The address where the store operates, along with the software, graphic templates, database, and configuration. If the store operates on a SaaS solution, you should check whether the contract with the provider allows for account transfer to another entity.
The store name, logo, any registered trademarks, website layout, and key visuals build recognition in the eyes of customers and are often the most valuable asset of the entire business.
Data from store account holders, order history, newsletter subscriptions, and marketing segmentation. This element requires special care due to GDPR – the sale of a business means a change of data controller, which entails disclosure obligations and the need to maintain continuity of the legal basis for processing.
Goods held in the warehouse and, depending on the structure of the transaction, also equipment, shelving, packaging equipment, office equipment or vehicles used in the business.
Contracts with suppliers, wholesalers, payment processors, courier companies, ERP/CRM system providers, marketing agencies, and hosting providers. Some of these contracts may be transferred to the buyer automatically; in other cases, the consent of the other party will be required for the transfer of rights and obligations.
Fan pages, advertising accounts, marketplace profiles, email tool accounts, and marketing automation tools. On the one hand, they provide access to the community, and on the other, they are yet another place where user data is processed.
Important: A well-prepared sales agreement should clearly indicate which of these elements are included in the transaction and which the seller retains (e.g., part of the fixed assets or a separate line of business).
Liability for Obligations and the Importance of Due Diligence
Selling an online store is not only about transferring assets, but also about what happens to liabilities – debts to suppliers, overdue invoices, unfulfilled orders, or disputes with customers.
When selling a business, the buyer is generally jointly and severally liable with the seller for obligations related to the business, up to the value of the assets acquired. The parties may agree otherwise (e.g., that the seller will repay all debts), but such arrangements are not binding on creditors unless they expressly accept them. Therefore, before entering into an agreement, due diligence is becoming standard practice—a review of accounting records, contracts, disputes, and potential claims, which allows for an assessment of the risks inherent in the business.
In practice, buyer protection mechanisms are often used : part of the price is deferred or dependent on the absence of third party claims, and the seller provides detailed declarations and guarantees regarding the legal status of the store being sold.
Intellectual property rights – the key to real brand acquisition
In e-commerce, the value of a business is largely determined by its brand: name, logo, website design, unique product descriptions, photos, and blog content. Therefore, when selling a store, it's especially important that the transfer also includes intellectual property rights.
If a store uses proprietary software, it's important to ensure that the seller actually owns the copyright to the code and can transfer it. Similarly, graphics, videos, or content—if created in collaboration with freelancers or agencies, transfer agreements or appropriate licenses are necessary. The absence of such regulations could mean the buyer is purchasing a business they can't freely develop or modify.
Trademarks require special attention – if a store name or logo is registered, it is necessary to transfer the protection rights to the appropriate office (UPRP, EUIPO, or WIPO). This is a formality, but without it, the buyer does not have full control over the brand.
Customers' personal data - business sales and GDPR
As an online store sells, the controller of personal data for customers, newsletter subscribers, and account users changes. While this is generally permissible, it requires adherence to GDPR rules.
The new controller will take over the data for the same purposes for which it was previously processed (e.g., account management, order fulfillment, newsletter mailing), and data subjects should be informed of the change of controller. It's important to specify in the sales agreement who prepares communications, how and when information will be provided, and how the parties will divide responsibilities during the data transfer stage.
If the buyer plans to change the business model or use of data (e.g. combine several databases, change the business profile), it may turn out that the existing legal basis for processing is not sufficient and additional consents or other adaptation measures will be necessary.
Selling an online store – a transaction that requires a plan
Closing the online store sale transaction is just the beginning of changes for both parties . The buyer must ensure business continuity for customers – from a technical, logistical, and legal perspective – while the seller should ensure proper tax settlement, closing or modifying contracts, and any competitive restrictions, if any, were included in the contract.
A well-planned and executed online store sale avoids disputes over the scope of the transferred business, liability for old obligations, or brand rights. From a business perspective, this represents a "fresh start"—for one party, it's the completion of a project and the raising of capital, while for the other, it's the acquisition of a ready-made, operational e-business with an established market position.
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