must I transfer my deforestation file when selling my company

The file goes with the business, not with the owner

In the event of a takeover or merger, the practical effect on the obligations themselves is minimal: the legal entity that imports, trades in or places the product on the market remains bound by the obligations under Regulation (EU) 2023/1115, even if the shares or control changes hands. The file containing supplier data, countries of origin, geolocation data of plots and underlying documents belongs to that product stream, and that product stream simply continues under the new owner. There is therefore no point at which a selling company could decide not to transfer the file: whoever continues the activities also needs the underlying documents to demonstrate that due diligence requirements were previously met.

In the event of a merger in which two entities combine into a new legal form, or in the event of a takeover in which only certain activities or a business unit is acquired, it is particularly important that it is clear which entity continues which product stream, and that the associated files align accordingly. This also affects practical matters such as the declaration number that a supplier has provided and the question how the registration in the EU information system remains in the name of the correct entity. A file that does not transfer, or that is no longer registered in the name of the party that actually trades in the products, is a risk that is separate from the question of whether the underlying deforestation assessment itself is correct.

Why this is the case: the obligations rest with the market participant

Regulation (EU) 2023/1115 places due diligence obligations on the market participant or trader as a legal entity or natural person that places relevant products on the market or trades in them, not on a specific shareholder or manager. As long as that legal entity continues to exist and the activity continues, the obligation to keep underlying data also continues to rest with it — an obligation that under the regulation lasts for five years and which is set out in more detail on the page on what exactly must be kept for five years. In case of doubt about how a specific takeover structure relates to the definitions of market participant and trader in the regulation, the official text on EUR-Lex is the starting point.