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Buying a business: essential precautions and protection against the seller's debts

By Yasmine EDDAM11 April 2025

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Buying a business is an exciting entrepreneurial adventure, whether you're starting a new activity, taking over an existing one or expanding your business. It's a growth opportunity full of potential. However, there are also significant risks involved, which you need to anticipate if you are not to turn the dream into a difficulty. On the seller's side specific obligations must be scrupulously respected. One of the major pitfalls for the buyer is to find himself involuntarily liable, or at least financially impacted, by the debts left by the seller of the business.

Fortunately, French law has put in place a specific and fairly protective mechanism for the seller's creditors. As a buyer, you must be aware of and comply with this mechanism, not only because you are legally obliged to do so, but above all to secure your investment and avoid any nasty surprises. This article guides you through your obligations as a purchaser and details the publication and opposition procedures, fundamental steps in protecting yourself against the financial ghosts of the past of the business you are buying.

The buyer's duties: beyond payment of the price

While the buyer's most obvious obligation is to pay the agreed price, he has other duties to ensure that the transaction is carried out properly and protects his own interests.

Take delivery of the fund : This goes beyond simply receiving the keys. You need to make sure that the seller actually gives you possession of all the items specified in the deed of sale. To fully understand what is involved the business and its essential elementsWe invite you to read our article on this subject. This is the crucial time to check that the equipment is in order, that the inventory of goods is accurate, and that intangible elements have been effectively transferred (licences if transferable, access to digital tools, customer files in compliance with regulations on personal data, etc.). A meticulous inspection at this stage, ideally accompanied by a joint handover report, can avoid many disputes later on.
Pay the agreed price : Payment must be made in accordance with the terms and schedule set out in the deed of sale. However, there is one vital precaution that must be taken, and we will come back to this in detail: never pay the full price directly to the seller before the end of a crucial legal period after the sale has been advertised. This is undoubtedly the most important piece of advice for a buyer. If you pay too early, you run the major risk of having to pay the seller's creditors a second time.
Pay the costs and charges of the sale: Unless the deed of sale provides for a different breakdown (which is uncommon), it is up to the buyer to bear the various costs associated with the transaction. The largest item is usually tax registration fees. Added to this are the costs of compulsory legal publications, fees for drawing up the deed (notary or lawyer), and possibly expert fees if a specific valuation of the equipment or goods is required. These costs should be anticipated in your acquisition budget.

Advertising the sale: a protective formality... for creditors (and indirectly for you!)

Why this insistence on not paying the seller immediately after signing? Because the law requires specific publicity of the sale, the primary aim of which is to protect the seller's creditors. Understanding this mechanism is essential if you are to protect yourself.

The aim: to inform creditors. The sale of a business often represents the removal of a major asset from the seller's assets. To ensure that the seller does not sell his business and disappear with the price, to the detriment of those to whom he owes money (suppliers, bank, URSSAF, Treasury, etc.), the law requires that these creditors be publicly informed. The idea is to give them the opportunity to "block" the sale price before it is paid to the seller, so that they can be paid out of that price.
Compulsory formalities. It is the buyer's responsibility ("à sa diligence"). It must be carried out quickly after signing the deed of sale (within 15 days). It mainly comprises :
- Registration of the deed of sale with the tax authorities.
- Publication of a notice in a newspaper authorised to carry legal notices (JAL) in the département where the business is operated.
- Publication of a notice in the Bulletin Officiel des Annonces Civiles et Commerciales (BODACC). These publications must contain precise information about the sale (identity of the parties, description of the business, breakdown of the sale price, date of the deed, elected domicile for objections, etc.).
The major risk of defaulting on publicity or premature payment. Strict compliance with these formalities and deadlines is absolutely imperative for the buyer. Article L.141-17 of the French Commercial Code has no appeal: if you pay your seller without having made the required publications, or before the expiry of a period of 10 days following the last publication (in the BODACC), this payment does not discharge the seller's creditors. In practical terms, this means that if the seller's creditors come forward (via the opposition procedure that we shall see), you could be forced by the courts to pay them the sums they claim directly, up to the amount of the sale price, even if you have already paid the seller. That's the risk of paying twice.

Understanding the mechanism of oppositions

Publication of the sale opens a period during which the seller's creditors can take action to assert their rights to the price: this is the opposition mechanism.

The right to object: a tool for the seller's creditors

Who can lodge an objection? The law is broad: any creditor of the seller can lodge an opposition, whatever the nature of their claim (commercial, civil, tax, social security, etc.) and even if their claim has not yet reached maturity (not due). An unpaid supplier, URSSAF for contributions due, the Treasury for tax, a bank for a previous loan, an employee for unpaid wages... they can all use this right. The only notable exception concerns the lessor of the premises, who can only oppose payment of rent that has already fallen due, not future rent.
The opposition procedure. To be valid, objections must comply with strict formalities. It must be served by bailiff's deed or, more simply since a recent reform, by registered letter with acknowledgement of receipt. It should not be addressed directly to you, the buyer, but to the elected domicile for receiving oppositions. This address (often that of the lawyer or notary who drew up the deed of sale, or sometimes your own address if this has been agreed) must appear in the published legal notices. The objection must clearly state the amount claimed and the reason for the claim.
The crucial deadline. The deadline for lodging an objection is very short: 10 clear days from last publication compulsory, i.e. the one published in the BODACC. Once this deadline has passed, any objection would be out of time and therefore null and void. It is therefore essential to keep a close eye on the publication dates to find out when this period expires and when you will (finally!) be able to pay the seller in complete safety, in the absence of any opposition.

The effects of opposition

Where an objection is duly filed within the 10-day period :

The price is locked in. Its main effect is to make the sale price unavailable. You can no longer, and no longer have to, pay the seller. If part of the price has already been paid to an intermediary (lawyer, notary) appointed as receiver, the intermediary must keep the funds.
Distribution is essential. The price thus frozen will have to be divided between the seller and all the creditors who have come forward (opposing creditors, but also creditors who have a guarantee registered on the property, such as the seller himself if he has sold on credit, or a bank with a pledge). The seller's lien and conventional pledge mechanisms are described in detail in our article on guarantees and company contributions. If the price is sufficient to pay everyone, the distribution is simple. If the price is insufficient, an order of priority must be established between the creditors. This distribution can be done amicably if all parties (seller, buyer, creditors) agree, which is often facilitated by the intervention of legal advisers. If no amicable agreement is reached within a certain period (approximately 3? months after the sale), judicial distribution proceedings may be initiated.

Managing objections: what should you do if the price is blocked?

As a buyer, receiving stop payments can be a source of concern: it means that payment to the seller is delayed and that a distribution procedure will have to be managed. What can you do about this?

Check for regularity. With the help of your lawyer, the first step is to check whether the objections received are in order in terms of form (bailiff's writ or registered letter sent to the right elected domicile?) and time (within 10 days of publication in the BODACC?).
Challenge if necessary. An irregular objection (e.g. arriving after the deadline) is null and void and does not block the price. Similarly, if you feel that a caveat is manifestly unfounded (i.e. the creditor does not in fact have any claim against the seller), you can challenge it in court to have it withdrawn (i.e. cancelled). The summary proceedings judge can be called upon to rule quickly on these challenges.
Consider cantonment. If the oppositions are in order but the total amount is much less than the sale price, it is not fair for the entire price to remain blocked. A special procedure, known as "cantonnement", allows you to ask the judge for authorisation to deposit (block in a special account) a sum sufficient to guarantee payment of the opposing creditors, and to authorise you to pay the remainder of the price to the vendor.
The role of your board. Navigating these procedures (verification, contestation, blocking, monitoring distribution) requires legal expertise. Your lawyer is there to defend your interests, ensure that only valid oppositions block the price, and speed up as much as possible the release of funds and the finalisation of the transaction.

Beware of the municipality's right of pre-emption

A final point of caution for buyers: in certain geographical areas defined by local councils (known as "areas for safeguarding local shops and craft industries"), the local authority has a right of pre-emption on business assets offered for sale.

In practical terms, the vendor must notify the local council of his proposed sale before signing the final deed with you. The local authority then has a period of time (usually two months) in which to decide whether to exercise its right of pre-emption, i.e. whether to buy the business on your behalf, at the same price. The aim is for the local authority to be able to choose a buyer whose business meets its objectives of maintaining commercial or craft diversity.

If the local authority pre-empts a property, the sale you negotiated with the vendor becomes null and void. This is a major risk in the areas concerned. It is therefore essential to check, before signing any preliminary contract, whether the property is located within such an area, and to ensure that the procedure for notifying the town hall (the "déclaration d'intention d'aliéner" or DIA) has been correctly carried out by the seller and that the deadline for the local authority to respond has passed.

Buying a business is a major investment that deserves maximum legal protection. Publication and opposition procedures, although restrictive, are designed to protect all parties, but above all the seller's creditors. As a buyer, ignoring or neglecting them exposes you to considerable financial risk. Don't take unnecessary risks. For a smooth and secure purchase, enlist the help of an expert advisor who will check all these points and defend your interests. Contact our firm to discuss your project.