The memorandum of understanding (MOU) is the document that serves as the “deed of sale” for a company in the context of its transfer.
There is no specific form mandated by law for this document, which makes it surprisingly easier to sell a company than a house or car. Every day, shares are exchanged on the stock market without any formalities.
With a simple purchase order, it is possible to take control of a company for sale.
However, given the risks associated with transferring SMEs, it is essential that a precise document be drafted by experienced advisors.
In practice, the memorandum of understanding can range from a few pages for a simple sale of a company to more than 300 pages for a major international company sale.
It should include the following information:
- The name of the previous transferor, date and nature of the acquisition, acquisition price for tangible and intangible assets,
- The sale price, including amount and terms
- A statement of liens and pledges attached to the assets,
- Sales turnover for the last three years or since the acquisition (if less than 3 years)
- Net results of the last 3 years
- The lease with date, duration, name, and address of the lessor.
Above all, it should include all the liability guarantees inherent in the sale of the company.
Numerous documents are attached to formalize the delivery of documents, including contracts, property deeds, AGM (annual general meeting) minutes, statutes, board of directors, and corporate accounts, among others.
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