
In this case of a business purchase, the purchase of a business avoids any link with the previous liabilities and therefore with the risks that are incumbent on it. The transferor is responsible for them. Consequently, it corresponds to an asset takeover.
It is made up of intangible elements (the clientele, the right to the lease, the sign, the commercial name, the intellectual property rights: patents, licences, brands, etc.) and tangible elements (equipment, tools, goods in stock).
The purchase of a business is a form of business purchase that allows the buyer to choose the elements he wants to take over. However, the buyer will be obliged to keep certain contracts which are automatically transferred with the purchased business:
- the commercial lease
- Insurance contracts (the buyer can terminate them)
- Publishing contracts
- Employment contracts (under the conditions provided for)
With regard to employment contracts, in this case of purchase of a business, the buyer can be claimed sums due by the seller with regard to the employees currently working in the business. However, the transferor will have to reimburse him unless there is a clause to the contrary.
Other contracts will be assigned in this case of a business purchase. Indeed, the contracts necessary for the continuation of the business will be retained. Each of the contracts will be studied in detail so that the buyer knows their precise purpose.
AT WHAT PRICE? HOW TO VALUE A BUSINESS?
In the case of a business purchase, the value of each tangible and intangible element must be determined in order to arrive at an overall value.
The value of a business is set at the market price by comparison with similar businesses.
The value of tangible elements is set at their market value.
For intangible elements in this case of a business purchase, it is possible to refer to real estate agencies and professional scales to calculate a price range. The presentation price is refined according to the characteristics of the business.
THE PROCEDURAL RULES TO BE OBSERVED
The purchase of a business in this case is carried out in two stages:
- the preliminary contract
- the final contract
The first stage allows each party to gather the necessary elements (administrative documents for the seller and bank authorisations for the buyer, for example). This preliminary contract may take the form of a unilateral promise to purchase a business or a preliminary sales agreement (or synallagmatic promise to sell).
The business sale agreement signifies the willingness of both parties to commit themselves at the same time. However, a withdrawal clause may be included in this preliminary contract allowing the buyer to break the commitment with financial compensation determined beforehand in favour of the seller.
The unilateral promise to sell a business indicates the seller’s willingness to sell. The outcome of this unilateral promise depends on the willingness of the buyer. If the sale does not take place, the buyer pays the seller an immobilisation indemnity. The promise must be registered within 10 days of signing or it will be null and void.
At the end of this preliminary contract, the two parties in this case of purchase of a business, establish a deadline for signing the contract. This contract will be registered and legally advertised.
If payment is agreed to be made in instalments, the seller has a legal lien on the business and is entitled to request further security (pledge). For more than three months in this case of a business purchase, the seller will receive nothing financially. The money will be blocked to purge the liabilities.
LEGAL GUARANTEES MADE BY THE SELLER
In this case of a business purchase, there are two legal guarantees that protect the buyer of a business: the guarantee for hidden defects and the obligation of non-recovery.
The warranty of latent defects does not need to be noted in the deed in order for it to protect the buyer from hidden defects that :
- prevent the use of the land
- change the value so significantly that the buyer would not have bought the business or would have bought it at a lower price
The non-recovery obligation in this case of business purchase is usually supplemented by the non-competition clause allowing the buyer to protect itself against any act of the seller resulting in a loss of customers. This clause must be limited in time and/or space.
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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Actoria has allowed me to quickly diagnose the dysfunctions in the processes of our company, to offer optimizations and to implement them. Actoria has also successfully supported us in all phases of our company’s transfer to a group in our sector: preparation of my company, identification of buyer partners, negotiation up to the entry of the partner’s capital. Actoria brought us negotiation expertise and found us a good partner.
We were relatively anxious to find a solution because my health was deteriorating rapidly. Actoria’s consultant allowed me to successfully carry out my company’s sale. Its action has been crucial to carry out this delicate project because it involved all of our day-to-day activities. This project was close to my heart and was becoming increasingly necessary. The impulse given by Actoria was decisive to make it happen.
First, Actoria made an effective diagnosis of the strengths and weaknesses of our company and then proposed to take them into account in our management in order to increase the value of our company. Actoria led this project with my entire management team which made it possible to involve all the operatives and to be able to quickly implement a solution to enter the capital of an investor supplemented by the entry of certain executives of my company as well as 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 has been a very long and difficult journey. The professional support of Actoria made this effort much easier. I would especially like to thank the consultants from Switzerland and France for their very effective collaboration. Your consultants proposed creative solutions during the negotiations to effectively overcome significant obstacles in order to conclude the agreement. Their experience, knowledge and professionalism contributed to 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 France 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 france, sale company Europe, 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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