
The takeover of assets in a business acquisition involves the transfer of ownership of a company’s assets from one entity to another. This process can have significant implications for both the acquiring company and the company being acquired, as it can affect everything from the financial health of the companies involved to the management and direction of the business. At stake are factors such as valuation of assets, tax implications, employee contracts, and potential liabilities. Successful management of the takeover process requires careful planning, due diligence, and effective communication between all parties involved.
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, licenses, 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 authorizations 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 favor 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 immobilization 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 final contract. This contract will be registered and legally advertised.
If payment is agreed to be made in installments, 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 to be enforceable and reasonable.
In conclusion, the takeover of assets in a business acquisition is a complex process that involves the transfer of ownership of a company’s assets and, in some cases, certain contracts. This process requires careful planning, due diligence, and effective communication between all parties involved. Buyers must consider the valuation of assets, the procedural rules to be observed, and the legal guarantees made by the seller to ensure a successful 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:
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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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