01
First determine what the debtor actually owns
The estate covers assets and rights existing when liquidation opens and those identified later. Review real estate, vehicles, equipment, stock, receivables, shares, digital and IP rights, claims and assets held by third parties.
- Title
- Ownership instruments and public registers.
- Possession
- Location, custodian and physical access.
- Encumbrance
- Security, arrest, lease and restrictions.
- Value
- Condition, liquidity and carrying cost.
02
Inventory proves the completeness of the estate
The office-holder takes control and generally completes inventory within three months of liquidation; the court may allow longer for a substantial estate. Results go to the official insolvency register within three working days. Reconcile the list to accounts, registers, banking records and inspection.
03
Valuation explains price; it does not replace the sale decision
The independent valuer must not be interested in the office-holder, debtor or creditors. Test scope, date, assumptions, comparables, encumbrances, VAT, liquidity and use scenario. Report details and an electronic copy are published within two working days of receipt; the result may be challenged.
04
Sale terms determine economics and access
Within one month after inventory or a creditor-requested valuation, the office-holder submits sale terms to the meeting or committee. They define lots, timing, auction form, starting price, increment, deposit, notices and organiser. The statutory objective is the highest price and widest buyer participation.
05
Lot design may matter more than starting price
Compare a whole enterprise, going concern, asset complex and separate assets. Account for technological links, licences, land, employees, utilities, security and whether separation destroys value.
06
The first auction must permit genuine competition
Sales normally use an electronic auction; a tender applies where legislation requires conditions beyond price. Notices must adequately describe the lot, inspection, application, deposit, price and contract. In an open ascending auction, the increment is 5%–10% of starting price.
07
A failed first auction is not an immediate fire sale
Where no applications are filed, only one bidder is admitted without a contract, or the winner defaults, a repeat auction follows. The general starting price is 10% below the first auction. Review exclusion and default reasons because an engineered failure can reshape the later price.
08
A public offer is a price-reduction calendar
After a failed repeat auction, price falls through stated periods. The winner is determined under Article 139 by reference to bid price and timing. The buyer must control e-signature, cleared deposit, interest disclosure and submission within the correct price period.
09
The secured creditor sets terms, but remains subject to court control
The secured creditor frames sale terms for collateral within the statute. Disputes with the office-holder or another security holder go to the insolvency court. Model preservation and sale costs, proceeds allocation and creditor appropriation rights.
10
The buyer acquires an asset, not the sales presentation
Conduct title and operational due diligence: transaction chain, litigation, property boundaries, technical records, licences, environmental exposure, leases, people, tax, utilities and transfer restrictions. Prepare approvals, funding, e-signature and the application in advance.
11
Not every breach invalidates an auction
Civil Code Article 449 requires a material breach affecting the outcome and the claimant’s rights: unlawful exclusion, concealed information, an improper winner test, restricted competition or bid and price manipulation. Invalid auctions invalidate the resulting contract, so standing, good faith and restorative interest matter.
12
Creditors supervise estate growth, not merely reports
The office-holder reports to the meeting or committee at least every three months unless another period is set. Demand the inventory, valuation, sale terms, notices, application log, minutes, contract, payment, transfer and proceeds trail; use the meeting, committee and Article 60 complaint where action stalls.
13
Sale or acquisition file
Registers and title; accounts; inventory and publication; inspection; valuation; sale terms; creditor or court approval; official notice; platform page; contract; deposit; e-signature; application; admission protocol; bid history; result protocol; payment; transfer deed; title registration; proceeds allocation.