The business can be sold in accordance with the general provisions applicable to commercial sale agreements. In addition, there are specific provisions governing the sale of a business, which are also applicable in the event of contribution of a business to a company.
Formal Aspects
The sale of a business is made by private contract or notarized deed which must include the following information:
- Names and details of the seller and purchaser: personal details for individuals and, for companies, corporate name, legal form, registered office and corporate purpose;
- RCCM registration numbers;
- If relevant, the previous owners of the business;
- Preferential rights and charges taken by creditors on the business;
- Turnover during the last three years of operation or since acquisition or creation if the business has not been in operation for three years;
- Commercial results over the same period etc.
Obligations of the seller
The seller must place the business at the purchaser’s disposal from the date provided in the sale agreement, or at the date of payment in full of the consideration id the agreement provides for cash terms.
The seller must refrain from any actions which might adversely affect the proper operation of the business sold to the purchaser, and must indemnify the purchaser against third-party claims relating to the business.
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