Lawyer - Transfer of business

The sale of a business is a strategic operation, often decisive in the life of an entrepreneur. It involves considerable legal, financial and operational issues, for both the seller and the buyer. Every stage of the process, from negotiation to signature, including the obligatory formalities, can generate risks if it is not rigorously managed.

Solent Avocats assists retailers, businesses and buyers in all aspects of business transfers. Our firm operates in Marseille and throughout the region, both upstream of transactions and when they are being formalised. We draft deeds, secure clauses, coordinate legal formalities and manage any objections or disputes.

With our recognised expertise in business law, we take a pragmatic approach to protecting your interests, anticipating disputes and facilitating transactions. Our expertise in litigation also enables us to intervene effectively in the event of post-sale difficulties. So you benefit from comprehensive legal expertise in the area of business transfers, with the freedom to choose the method of intervention (advice, drafting, audit, litigation), whether for a small business, a bakery-pastry shop or a pharmacy.

Thanks to constant legal support, you benefit not only from legal certainty at every stage, but also from reactive legal assistance tailored to your field of activity. The lawyer's role here is to anticipate bottlenecks, secure transactions and defend your interests with practical legal expertise.

Purging entries and securing the prize

Before the sale price is paid, the registrations must be purged to ensure that there are no residual liens or pledges. This step, governed by articles of the Civil Code and the Commercial Code, is essential to secure the sale of the business.

The practice of sequestering the price, generally entrusted to a notary or lawyer, protects the buyer's interests during the objection period. Escrow fees vary according to the terms and conditions set out in the preliminary sales agreement or final deed.

Our firm coordinates with the drafters of the deed, the notary where applicable, and the tax authorities to ensure full compliance with the regulations and avoid the transaction being called into question, particularly in the event of fraud, omission of a creditor or tangible items not listed in the deed of sale.

These checks also cover the condition of the business and the goods, as well as compliance with the seller's obligations. Failure to do so may result in the transferor being held liable for undeclared expenses or liabilities.

Stages of the sale: from agreement to final deed

The sale of a business follows a precise procedure: negotiations, a bilateral or unilateral agreement, a legal audit, removal of any conditions precedent, signature of the final deed, tax registration, publication formalities and purging of registrations. Each of these stages involves deadlines to be met and documents to be produced, including administrative authorisations for town planning or business licences.

Our legal expertise enables us to anticipate the effects of certain sensitive clauses, meet regulatory deadlines and ensure that the transfer complies with tax regulations. These transfer stages require a structured approach, which our firm implements for each case.

These formalities include registration with the tax authorities in accordance with the General Tax Code, publication in a legal gazette within one month of the deed, and verification of the terms of the commercial lease in accordance with Article L. 145-16 of the Commercial Code. Our firm also anticipates the impact on the cost of the sale (duties, expenses, fees).

Points of vigilance for certain regulated sectors

Some sectors, such as pharmacies (dispensaries), bakeries, tobacconists, restaurants or licensed activities (drinks outlets, PMU gaming) require specific authorisations. Town planning regulations, hygiene constraints and pre-emption rights may also apply.

We regularly work with professionals subject to these constraints. Our firm identifies at an early stage the steps that need to be taken (administrative authorisation, approval by the professional body, absence of regulatory incompatibility, etc.) in order to secure the sale transaction in these sensitive sectors. The lawyer's role here is to reconcile the specific requirements of each activity with the public policy rules in force, in line with the provisions of the French Commercial Code and the Conseil national des barreaux.

These sectors require particular attention to be paid to operating licences, the nature of the components of the business (fixtures and fittings, customer base, leasehold rights), commercial town planning, and the carrying on of the business in areas subject to pre-emption rights or pre-emption by the local authority. Our firm ensures that the transferee has all the necessary authorisations, particularly in the case of the sale of a pharmacy, a restaurant or a bakery-pastry shop.

5 common mistakes to avoid when selling a business

1. Neglecting the legal analysis of the commercial lease.
2. Not complying with the employee's or lessor's information obligations.
3. Signing a compromis without appropriate suspensive conditions.
4. Ignoring the consequences of an unpaid vendor's lien.
5. Do without an audit of the business and its intangible assets (customer base, leasehold rights, etc.).

A lawyer specialising in transfers will also be able to take action against fraud or incorporate guarantees on the essential elements of the business (goods, furniture, clientele, brand name, licence, employment contracts). This level of expertise avoids unforeseen legal costs and ensures that the business can be resumed without a hitch.