New de minimis aid after a business takeover: count previous aid

Anyone applying for new de minimis aid after a business takeover must include previous aid granted to the undertakings involved in the assessment. Article 3(8) of Regulation (EU) 2023/2831 links the new ceiling assessment to a merger or takeover. Lawfully granted previous aid remains lawful.

Several points must be assessed together: the single undertaking under the Regulation, the legal entitlement to the previous aid, the gross value and the rolling three-year period for each Member State. The payment date alone therefore does not answer the question.

This article keeps the funding assessment separate from other succession issues. Old debts in a family business transfer concerns business debts and liability. The broader succession planning topic and the business transfer topic address the other parts of a handover.

Which undertakings are considered together

The first question concerns the single undertaking. Article 2(2) of the Regulation covers undertakings connected by specific control or dominance relationships. Examples include a majority of voting rights, the right to appoint or remove a majority of an administrative, management or supervisory body, and dominant influence.

A business takeover therefore requires more than the name of the former aid recipient. The funding file should show which undertakings are involved and whether further connected undertakings belong to the same assessment.

The family business transfer topic and the article on change-of-control clauses provide the corporate and contractual background. The de minimis assessment answers a separate question: which undertakings must be combined for the aid ceiling?

EUR 300,000 and the correct grant date

Under Article 3(2), the total amount of de minimis aid granted by a Member State to a single undertaking may not exceed EUR 300,000 over a period of three years. The period is rolling. Each new application therefore needs a review of the relevant period before the intended grant date.

Article 3(3) defines the grant date. It is the point at which the undertaking acquires a legal entitlement to the aid under national law. The later payment may fall on a different date and does not move the grant date.

The funding file should therefore contain the funding decision, commitment or other legal basis for the entitlement alongside every payment record. The guide to documents for the first succession consultation helps organise these records in the succession file.

Which aid values enter the total

Article 3(4) applies the ceiling to de minimis aid of every type and objective. It also covers aid wholly or partly financed from Union funds when it is granted by a Member State.

Article 3(5) requires the gross amount before tax and other charges. If aid is granted in a form other than a grant, its gross grant equivalent is used. The amount received in the bank account is therefore not automatically the figure for the assessment.

The business succession glossary provides the general succession terms. The calculation of a gross grant equivalent belongs to the review of the specific funding measure and the responsible authority.

What happens if the ceiling would be exceeded

If the new de minimis aid would exceed the ceiling under Article 3(2), the Regulation cannot be used for that new aid. This statement concerns the new funding measure and its legal basis.

Article 3(8) also makes clear that de minimis aid lawfully granted before the merger or takeover remains lawful. Attribution for the new ceiling assessment does not make earlier lawful aid unlawful afterwards.

The assessment therefore remains focused on the new application. Questions about recovery, a breach of a funding condition or another State aid basis require their own legal basis and are not answered by a general de minimis calculation.

Prepare the funding file in five steps

First describe the transaction: merger, takeover or another structure. Second record the undertakings involved and their roles. Third collect all previous de minimis decisions, commitments and funding instruments.

Fourth record the date of the legal entitlement for each item. Fifth combine gross values and Member States in a rolling three-year table. The table should identify any information still requiring confirmation from the funding body.

The article on a family business transfer agreement helps organise responsibilities and information flows. The de minimis ceiling remains a separate question for the new application.

What the transfer agreement can contribute

The transfer agreement can record which funding files are handed over, who obtains missing decisions and who coordinates contact with the funding body. This improves the information available for a later application.

Such a clause does not replace the State aid assessment. It also does not create a general liability threshold for a business acquisition. The key question remains whether the new aid can be granted under the Regulation and the conditions of the specific programme.

For a transfer with open obligations, separate the responsibilities in a family business transfer from the review of old debts. Funding aid and business debt are different areas of review.

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Frequently asked questions about de minimis aid after a takeover