
WHAT MIGHT BE THE MOTIVATIONS FOR SELLING A BUSINESS TO A THIRD PARTY?
A smaller financial contribution to take control
It is not necessary to acquire 100% of a company’s capital to take control of a business. In the case of a limited liability company, it is sufficient to have more than 50% of the shares to decide on management policy and profit allocation. If a person holds 75% of the shares, he or she has control.
Depending on the financial capacity of the person, it is possible to increase the shareholding over time.
SALE OF SHARES MEANS “BLOCK SALE”
Unlike the purchase of a business, the buyer of a company cannot choose what he takes over. The owner of a company then has rights in proportion to his or her share in the company’s capital to receive profits or to meet past or present debts.
WHAT IS THE PRICE OF SELLING A BUSINESS?
The value of the SME to be sold is more difficult to determine than a fund because it is based on the valuation of the assets and liabilities of the business.
When you want to sell a company, it is usual to call on a consulting firm to carry out this valuation. The consultancy firm will be able to calculate the value of the business at the disposal stage using different methods adapted to the business in question.
ARE THERE ANY LEGAL GUARANTEES?
There are few legal guarantees. Indeed, the purchase of shares does not give any particular rights on the business owned by the company. If there are no specific commitments, the buyer can hardly act against the seller of a company in the transfer phase.
The purchaser can take action against the seller if he proves that :
- The company is deprived of its assets
- The seller has acted in such a way as to vitiate the buyer’s consent
THE GUARANTEE OF LIABILITIES HAS BECOME MANDATORY
As the legal guarantees are weak when selling a company, it is necessary to provide a contractual guarantee: the guarantee of liabilities.
This guarantee protects against any liabilities of the company during the sale or transfer phase that are not recorded in the balance sheet and whose origin is prior to the transfer. It is necessary to state explicitly and precisely the events whose cause is prior to the transfer of the SME which enable this guarantee to be triggered. These events may be a tax or social security adjustment, or liability claims, for example.
There are two types of clauses: the pure liability guarantee and the price revision clause.
The pure liabilities guarantee
The seller of the business undertakes to pay off creditors revealed after the transfer or to repay debts revealed after the transfer so that the company can pay off its liabilities.
The price revision clause
This clause is generally used when the payment of the price is staggered over time. The seller of the company undertakes to reimburse the buyer directly for the difference in value of the shares linked to the liabilities disclosed, which amounts to a reduction in the price.
FORMALITIES FOR THE TRANSFER OF A COMPANY: STEP BY STEP
The transfer of shares is recorded in a single deed. However, it is necessary to draw up several documents before signing. During the negotiation period, both parties have an obligation of loyalty and if one of the parties improperly breaks off the negotiations, it is liable.
During the audit period, it is advisable to sign a memorandum of understanding which sets out the terms of the purchase and the guarantees (explained above). If the shares are paid for with joint funds, the spouse must give his or her agreement and mention it in the deed.
If not, the spouse can request the nullity of the deed within 2 years from the knowledge of the deed.
Depending on the type of company, the approval of the other partners must be obtained, in principle a majority of the partners representing half of the shares.
The transfer of the business is recorded in a private deed or a notarial deed.
Publicity for the transfer
In order for the deed to be enforceable, it is necessary to carry out certain legal advertisements. Firstly, the deed must be signed by the company in the presence of a bailiff. Secondly, two copies of the deed must be filed with the clerk of the commercial court and the Trade and Companies Register.
The group in short :
Every year More than 30 successfull transactions with 20 Senior Consultants and Partners On companies with 5 to 100 employees With a turnover of 1 to 100 Million
We are located in many countries in Europe and Africa to provide access to foreign buyers/investors:
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They trust us
Actoria has swiftly identified the inefficiencies in our company’s processes, proposed optimizations, and implemented them effectively. Furthermore, Actoria has provided outstanding support throughout all stages of our company’s transfer to a group within our industry. This includes preparing our company, identifying potential buyer partners, and negotiating up to the point of the partner’s capital entry. Actoria delivered expert negotiation skills and secured a valuable partner for us.
We were quite anxious to find a solution, as my health was deteriorating rapidly. Actoria’s consultant played a crucial role in the successful completion of my company’s sale. Their involvement was essential in executing this delicate project, as it impacted our daily operations. This project, which was close to my heart and increasingly necessary, was made possible thanks to the decisive momentum provided by Actoria.
First, Actoria conducted a thorough assessment of our company’s strengths and weaknesses, and then suggested incorporating these insights into our management approach to enhance our company’s value. Actoria led this project alongside my entire management team, enabling the involvement of all key personnel, and swiftly implementing a solution that allowed an investor to enter our capital. This was complemented by the inclusion of some of my company’s executives and a bank.
I couldn’t be happier with the result, but I am especially pleased with my decision to work with Actoria. The success of this mission was the direct result of Actoria’s hard work and sophisticated professionalism on my business. From our first meeting through the reasonable preparation process, all phases of the transfer, legal and financial operations were managed by the Actoria team. Their skills were even more evident when the complexities of this transaction were at its peak.
Hiring Actoria made the difference to achieve my original goal and move on to my next professional challenge. Selling a company like AMR in this market has not been an easy task. Actoria has demonstrated perseverance in identifying good buyers with knowledge of my industry in order to continue the development of my business, and has provided professional advice throughout the process.
The company’s sales process was a lengthy and challenging journey. The professional support from Actoria made this endeavor much more manageable. I would like to extend special thanks to the consultants from Switzerland and France for their highly effective collaboration. Your consultants proposed creative solutions during the negotiations, which effectively overcame significant obstacles in order to finalize the agreement. Their experience, knowledge, and professionalism played a crucial role in the success of this transaction.
The group in short :
Every year More than 30 successfull transactions with 20 Senior Consultants and Partners On companies with 5 to 100 employees With a turnover of 1 to 100 Million
We are located in many countries in Europe and Africa to provide access to foreign buyers/investors:
The question of selling a business in Europe arises sooner or later. How to find the right buyer in Europe ? How to successfully transfer my business in Europe ? When you want to hand the hand-over to a successor, buyer, buyer or investor, the terms used are various: delivery company Europe, sale company, sale company Europe, sale small business in Europe. Whatever the terms used for the sale of your company in Europe, you can put your company on a list of companies for sale in Europe, a business exchange, or seek advice from a fusacq, a specialist in business transfer in Europe. With him you can think about the best buyer: family, employee, investment fund, external buyer. Sometimes it can offer you other solutions such as a getting closer to a company, a merging or establishing an alliance with another European company.
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