Business transfers
The existence of a commercial activity implies the possession of a business. This is composed of disparate elements, used in the context of a commercial, artisanal or industrial activity.
It includes the following elements:
- Intangible: brand, business name, leasehold right, clientele, etc.
- Tangible: furnishings, tools, machines, merchandise, etc.
This business has an intrinsic value, which may be valued and assigned.
This price shall be based on several criteria:
- The geographical situation of the premises and the marketability level of the location
- The physical characteristics of the premises
- The conditions for the fixation of the rents
- The date of fixation of the rents
- The rental clauses and conditions
- The type of activities carried out
- The quality of the installations
- The average turnover for the previous fiscal years
- The operating results
Accordingly, MOSAIK shall provide you with the keys for an optimum valuation of your business, but, in particular, to assist you with the search for a purchaser for a price set, through the intermediary of different attorneys of the firm, real estate representatives, by the signature of an agreement/search mandate.
MOSAIK may also assist you to find the premises corresponding to your requirements, either by the takeover of a business, or the negotiation of a new lease of empty premises.
Once the purchaser has been found, or a business chosen, MOSAIK shall secure the process through the conclusion of different instruments (unilateral promise to sell or purchase, sale agreement – bilateral sale agreement, deed of sale).
These instruments shall secure the respective interests of the different parties through contractual conditions agreed in advance:
- indemnity for loss of use
- deposit
- advance
- down payments
- condition precedent (example: financing / despecialization of the lease)
- termination clause
MOSAIK shall subsequently ensure that the operation is viable by verifying:
- the economy of the lease
- the regularity of the activity with regard to the lease
- the regularity of the administrative authorizations
- the regularity of the different licenses (alcohol)
- the regularity of operating permits (tobacconists)
- the existence and regularity of authorizations granted by the city hall for the brands
- the validity and regularity of authorization agreements for occupancy of the public domain
- the absence of any agreements entered into by the seller, automatically binding the new owner of the business
- the situation of indebtedness, the absence of liens and pledges of the business. As the case maybe, upon their release, upon acquisition of the business
- the absence of prohibition or administrative suspension
- the regularity of the business with regard to the tax administration
- the absence of litigation that could impact the situation of the business
Once the assignment operation is ready, the instruments shall be signed in the attorney’s presence to ensure their validity, through an authentic deed, with the attorney’s assistance as necessary.
Accordingly, MOSAIK may be required to proceed with different publication formalities (publication in an official journal, publication in the Official gazette for civil and commercial announcements (BODACC)) and to have the funds escrowed with a judicial receiver, to enable any creditors to request the payment of their receivable.
Upon expiry of the time period and the verification of the regularity of the operation, MOSAIK shall proceed with the payment of the funds to the seller.
The assignment of a business is an important operation which requires careful attention, as the sale process must enable it to be verified that the business assigned is void of any defect or inconsistency.