Real estate law

MOSAIK runs fonds de commerce sale transactions end to end, for seller and buyer alike.

Valuing the business and finding the buyer

The price of a business rests on multiple factors: geographic location and the commercial potential of the site, characteristics of the premises, terms and date of the rent setting, lease clauses, nature of the activity, quality of the fittings, and the turnover and operating results of recent financial years.

MOSAIK gives you the keys to maximising the value of your business, and can assist you in finding a buyer: several of the firm's lawyers act as real estate transaction agents, under a search or sale mandate. Conversely, the firm helps buyers find the premises or the business matching their needs, whether by acquiring an existing business or by negotiating a new lease.

Securing the transaction with the right instruments

Once a buyer is found, MOSAIK secures the process through the appropriate instruments: unilateral undertaking to sell or to buy, preliminary sale agreement, deed of sale. These instruments protect each party's interests through terms agreed in advance: holding fee, down payment, deposit, conditions precedent (financing, change of the lease's permitted use) and conditions subsequent.

The due diligence that prevents unpleasant surprises

Before signing, the firm verifies the viability of the transaction:

• the economics of the lease and the lawfulness of the activity in light of the permitted use;
• administrative permits, licences (liquor licence) and operating permits;
• signage permits and public domain occupation permits;
• the absence of commitments made by the seller that would bind the buyer;
• the debts charged against the business, registered liens and pledges, and their release;
• the absence of administrative bans or suspensions;
• the standing of the business with the French tax authorities;
• the absence of litigation liable to affect the transaction.

Signing, formalities and escrow

The instruments are signed in the lawyer's presence, as a private deed or a deed countersigned by counsel. MOSAIK then handles the publication formalities (legal gazette, BODACC, the French official bulletin of civil and commercial announcements) and organises the escrow of the price, which allows the seller's creditors to assert their rights.

Once the objection periods have expired and the regularity of the transaction has been verified, the firm releases the price to the seller. At every stage, the goal is the same: a business transferred free of any defect and any irregularity.

Frequently asked questions

How is the price of a fonds de commerce calculated?

Several factors come into play: the location and its commercial potential, the characteristics of the premises, the terms of the lease and its rent, the nature of the business, the quality of the fittings, and the turnover and results of recent financial years. Valuation is as much a matter of experience as of method.

Why is the sale price held in escrow?

The price is held by an escrow agent while the seller's creditors are given time to come forward and objections are cleared. Once the deadlines have expired and the regularity of the transaction has been verified, the funds are released to the seller. It is an essential protection for the buyer.

What are the main pitfalls for the buyer?

A fragile lease or one unsuited to the intended activity, missing licences or permits, debts registered against the business, or pending litigation. The pre-completion due diligence carried out by the lawyer is designed precisely to detect these risks before signing.