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Buying & Selling a Business

Can employees sue me personally if the distressed business I bought owed them wages?

TSL Written by the Treadstone Law team· Updated August 2026

Generally, no, if you purchased only specific assets from a receiver or trustee and didn't take on unpaid wages as an expressly assumed liability. Employees owed wages from before the sale would ordinarily need to pursue that claim against the insolvent employer or its estate, and, depending on the circumstances, any applicable statutory wage-protection programs, rather than against you personally as the buyer.

If you go on to hire the same employees as part of a going-concern purchase, that decision can raise separate questions about continuity of employment and what counts toward their future entitlements, but that's a different issue from the pre-existing wage debt itself, which doesn't typically transfer to an arm's-length buyer without an express assumption. To keep this clean, make sure your purchase agreement is explicit about which, if any, employee-related liabilities you're assuming, and confirm with the receiver or trustee what's actually owed and to whom before closing.

Key takeaways

  • Pre-sale unpaid wages generally remain a claim against the insolvent employer or its estate.
  • A buyer doesn't automatically inherit that debt just by purchasing the business's assets.
  • Rehiring former employees raises separate continuity-of-employment questions, not wage-debt liability.
  • The purchase agreement should be explicit about any employee-related liabilities being assumed.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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