Contracts and powers of attorney
Transfer a contract to another party
Transferring a contract requires more than replacing one party’s name with another. The parties must determine what may be transferred, whether consent is required, and who remains responsible for obligations that arose before the transfer. Our lawyers review the existing contract and help you complete the change of parties with clear terms and an appropriate allocation of liability.
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What is a change of parties?
A change of parties occurs when a party to an existing contract is replaced by a new party. The incoming party assumes the rights and obligations specified in the transfer agreement, while the underlying contract otherwise remains in effect.
A change of parties may be needed in connection with:
- the sale or restructuring of a business
- the transfer of customer or supplier contracts
- the transfer of distribution or cooperation agreements
- an internal group reorganization
- the transfer of certain leases or license agreements
- an asset purchase involving several business contracts
A full change of parties is different from assigning a specific contractual right, such as a right to payment. A full transfer involves both contractual rights and obligations and will generally require the remaining party’s consent.
Is the other party’s consent required?
The existing agreement should always be reviewed before a transfer takes place. It may prohibit assignment or require the other party’s prior written consent.
Consent may also be necessary when the contract does not contain a specific transfer clause. Under general principles of Swedish contract law, a party cannot normally transfer its obligations to someone else and release itself from liability without the consent of the party entitled to performance.
A transfer agreement will therefore commonly be signed by:
- the outgoing party
- the incoming party
- the remaining party to the original contract
The agreement should also state whether the outgoing party is fully released from future obligations and how liabilities arising before the effective date will be handled.
What should the transfer agreement cover?
The document should be tailored to the original contract and the circumstances of the transfer. It should clearly identify:
- the contract being transferred
- the outgoing, incoming, and remaining parties
- the effective date of the transfer
- the rights and obligations being assumed
- responsibility for existing debts, claims, and breaches
- whether the outgoing party is released from liability
- any changes to the original contract
- the governing law and dispute resolution provisions
An unclear agreement may create disputes over payments, warranties, ongoing services, or responsibility for an earlier breach. The allocation of liability before and after the effective date should therefore be stated expressly.
When to consult a lawyer
Legal assistance is recommended when the original contract is extensive, consent is uncertain, several contracts are being transferred, or the agreement involves continuing obligations, warranties, or unresolved claims.
Our lawyers assess whether the proposed transfer is permitted, identify the approvals that are required, and prepare an agreement suited to the transaction.
How we can help you
We help you complete the change of parties with clear terms and a carefully defined allocation of liability.
Review of the original contract
We identify assignment restrictions, consent requirements, and other terms that may affect the transfer.
Preparation of the transfer agreement
We prepare an agreement governing the transfer and each party’s liability before and after the effective date.
Consent and negotiations
We help obtain the remaining party’s consent and negotiate the terms of the proposed transfer.
Multiple contracts or parties
We coordinate transfers involving several contracts, parties, or parts of a business.
Get legal support with your contract transfer
Schedule a 15-minute meeting with a lawyer to review and discuss your situation.
If you need further assistance, we’ll explain your options, how we can assist you, and what it would cost. If you hire us for your case, the cost of the first 15 minutes will be deducted from your final bill.
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Need more help? You can also schedule a longer meeting with a lawyer for assistance with a specific task or a more complex situation.
Concerned about the cost? In some cases, part of the cost may be covered by legal expenses insurance or legal aid. We also offer payment plans through Klarna. Learn more about costs and financing →
Get help from our lawyers
Book a consultation with one of our lawyers if you need help reviewing the original contract, obtaining consent, negotiating liability, or preparing the transfer agreement.
Mirxan Özalp
Lawyer
Mirxan specializes in real estate law, construction law, housing and tenancy law, contract law, and consumer disputes. He speaks Swedish, English, and Kurdish (Kurmanji).
Matilda Selander Persson
Lawyer
Matilda primarily works with employment law, business law, contract law, family law, and migration law. She speaks Swedish and English.
Florita Telhaj
Lawyer
Florita specializes in migration law, business law, contract law, and employment law. In addition to Swedish and English, Florita is also fluent in Albanian and Greek.
Wazima M. Aga
Lawyer
Wazima is deeply committed to protecting individual rights and practices immigration law, administrative law, social welfare law, family law, and contract law. She speaks Swedish, English, Persian, and Dari.
Farid Laghrissi
Lawyer
Farid assists individuals and businesses with employment law, tenancy law, financial family law, contracts, disputes, and other business and corporate law matters. Farid speaks Swedish, English, Arabic, Darija, and French.
FAQ
Frequently asked questions about contract transfer
No. The original contract may prohibit or restrict transfers. The nature of the agreement and rules applying to that particular type of contract may also limit the transfer.
A full change of parties will generally require consent because a new party assumes both contractual rights and obligations.
That depends on the parties’ agreement. The transfer document should expressly state whether the outgoing party is released and who remains responsible for earlier obligations or breaches.
A change of parties transfers a party’s contractual position, including the specified rights and obligations. An assignment of a claim transfers a particular right to demand payment.
Let a lawyer contact you
Tell us briefly about your situation, and we’ll get back to you within one business day to schedule a video consultation.