
What are the means and motivations for taking over shares in the company?
Acquiring 100% of a business’s capital is not necessary to gain control over it. In a limited liability company, holding more than 50% of the shares is sufficient for deciding on management policy and profit allocation. If someone holds 75% of the shares, they have control. Based on one’s financial capacity, shareholding can be increased over time.
THE ACQUISITION OF SHARES REPRESENTS A “BLOCK SALE”
Unlike purchasing a business, the buyer of a business for sale cannot choose what to acquire. The owner of a business for sale has rights proportional to their share in the company’s capital, which entitles them to receive profits or cover past or present debts.
DETERMINING THE PRICE
The value of a business for sale is harder to determine than a fund, as it depends on the evaluation of the business’s assets and liabilities.
It is common practice to engage a consulting firm to conduct this valuation. The firm can calculate the business’s value using different methods tailored to the specific business.
WHAT LEGAL GUARANTEES ARE THERE?
Legal guarantees are limited. The acquisition of shares does not grant any special rights over the business owned by the company. Without specific commitments, the buyer has little recourse against the seller of a business for sale. The buyer can take action against the seller if they can prove that:
- The company has been stripped of its assets
- The seller acted in a way that invalidated the buyer’s consent
LIABILITY GUARANTEE HAS BECOME MANDATORY
Since legal guarantees are weak, a contractual guarantee must be provided: the liability guarantee.
This guarantee protects against any undisclosed liabilities of the business for sale that are not recognized in the balance sheet and were incurred before the sale. It is necessary to explicitly and precisely state the presale events that could trigger this guarantee. Such events could include tax or social security adjustments, or liability claims, for example.
Two types of clauses exist: the pure liability guarantee and the price revision clause.
The pure liability guarantee
The seller commits to paying off creditors revealed after the transfer or reimbursing debts disclosed after the transfer, enabling the company to settle its liabilities.
The price revision clause
This clause is typically used when the price is paid in installments. The seller commits to directly reimbursing the buyer for the difference in share value related to the disclosed liabilities, resulting in a price reduction.
FORMALITIES FOR A COMPANY TRANSFER: STEP BY STEP
The transfer of shares is recorded in a single document. However, several documents must be prepared before signing. During the negotiation period, both parties are obligated to act loyally, and if one party improperly terminates negotiations, it is liable. During the audit period, it is advisable to sign a memorandum of understanding outlining the purchase terms and guarantees (explained above). Another procedure, depending on the type of company, requires obtaining the approval of the other partners, which usually involves a majority of partners representing half of the shares.
The transfer is recorded in either a private deed or a notarial deed.
Publicity of the transfer
For the deed to be enforceable, certain legal publicity measures must be taken. 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.
Registration fees
Registration must be completed within one month of the transaction.
Family transfer
In the case of a family transfer, the owner contributes the business to a new company created specifically for this purpose. The shares of the business to be transferred can then be more easily distributed during the succession process.
If one of the heirs intends to take over the shares of the company, they will have to buy back some or all of the shares from the other heirs.
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 news, International business transfer, International business valuation, International M&A, Sale of an international company, Sell your business internationally, SME for sale in International business acquisition in Europe and Africa, business transfer in Europe and Africa, finding a buyer in Europe and Africa, sale of a company in Europe and Africa, sell my business Europe and Africa, Selling a small business in Europe and Africa, takeover of a small business in Europe & AfricaAny questions?
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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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