Blog · August 2026
Your customer got acquired and stopped paying. Who owes you now?
It's a familiar phone call in software: your customer's product gets acquired, the team moves under a new parent, and the invoices you sent last month stop being answered. The account isn't gone—it's inside a corporate transaction now. Before you write it off or send a demand to the wrong entity, here's how to find who actually owes you.
The three ways a buyer can inherit your receivable
- Successor liability: when a buyer acquires substantially all of a company's assets and continues the same business, courts in most states can hold it liable for the seller's obligations—including unpaid invoices. An asset purchase doesn't automatically wash the books clean.
- Assumption in the agreement: many purchase agreements explicitly assume (or explicitly exclude) specific liabilities. If the buyer assumed the seller's contracts, your MSA carried over with the product.
- Assignment and change-of-control clauses: if your contract says the customer can't assign without consent, an acquisition that didn't involve you is a breach question—and leverage. If your contract anticipated change of control, it tells you exactly where the obligation lands.
What to check before you demand anything
Start with the paperwork you already hold. Read your MSA's assignment, change-of-control, and notice clauses. Then look at the acquisition announcement: asset purchase or stock purchase changes everything. In a stock purchase, the same legal entity bought you—it still owes you. In an asset purchase, you need the purchase agreement's liability schedule, which you may only see if you ask—creditors do ask, and buyers respond when a demand is professional and specific.
The practical test: is the product still being sold? Is the customer's team still operating it? If the business your invoice paid for is alive under a new name, the debt is alive too—somewhere in the transaction.
Why this is a collector's problem, not just a legal one
Finding the liable entity is investigation work: corporate filings, press releases, registered agents, the parent's financials. A demand sent to the old address goes nowhere; a demand sent to the parent's counsel with the liability analysis attached gets answered. This is exactly the kind of account where the file matters more than the phone call—and where a specialist agency earns its contingency. We find the entity that signed, or the successor that assumed, before we make the demand.
The clock is running either way
An acquisition is a moment of chaos for the seller's vendors—and chaos is when payables get lost in the shuffle. The longer you wait, the more likely the new owner's integration team treats your invoice as the old company's problem. Act before integration finishes, while the liabilities are still being itemized. That's a placement-trigger moment if there ever was one.
If a customer of yours has been acquired and the invoices stopped being honored, send us the contract and the acquisition details. We'll trace who owes you and tell you what it's worth—free, within one business day.
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