Drawing up a business transfer contract is a key stage in finalizing a sale in complete security. At this stage, the price is often negotiated and the buyer identified, but everything still needs to be formalized, framed and legally secured.
Whether you are selling shares or a business, a poorly drafted contract can have serious consequences: post-sale disputes, tax reassessments, loss of guarantees…
Our firm offers tailor-made legal support, focused on protecting your interests and ensuring the success of your transaction.
Why use a lawyer to draw up an assignment contract?
The transfer contract is much more than an administrative document. It organizes :
- Transferring the business (assets, securities, any debts),
- Conditions precedent to final signature,
- Asset and liability warranties are essential to protect the parties,
- And post-sale clauses (non-competition, confidentiality, assistance, etc.).
A lawyer specializing in the sale of a business will ensure the legal validity, tax security andbalance of the commitments, and above all, avoid any future disputes.
What does a business transfer contract contain?
Every assignment is different, but a good contract is always based on a clear, protective structure.
Definition of parties and assets transferred
Precise identification:
- The assignor and the assignee,
- Purpose of the sale: shares or business assets,
- Items transferred (customers, inventory, equipment, contracts, etc.).
Sale schedule and conditions precedent
The contract provides for :
- Key stages of the sale (audit, signature, payment),
- Conditions precedent: obtaining a loan, lessor’s agreement, lifting of approval clause, etc.
These clauses are essential to secure the sale of a business.
Asset and liability warranties
The warranty clause protects the buyer in the event of hidden debts or disputes.
We draw up balanced, realistic and legally sound guarantees to avoid any post-sale surprises.
Non-competition and confidentiality clauses
The transferor undertakes not to compete directly or indirectly with the transferred company for a defined period and in a defined area. A poorly drafted non-competition clause may be invalid or unenforceable.
A confidentiality clause also protects strategic data exchanged before, during and after the sale.
Legal risks of poorly drafted contracts
❌ Claim by the buyer on a forgotten liability
❌ Tax reassessment linked to a requalification of the sale
❌ Nullity of an essential clause (price, scope of sale)
❌ Litigation before the competent court
A template found online can never replace legal advice on business transfers, tailored to the specificities of your situation, your company and your buyer.
Our method for securing each stage of the sale
- Analysis of the sale project: company, assets or securities, tax and strategic context.
- Preparation of preliminary agreement protocol if required.
- Complete drafting of the assignment contract with all customized clauses.
- Review and negotiation with the other party’s advisors.
- Support through to final signature and effective transfer of ownership.
Discover our complementary pages:
→ Pacte de cession entreprise
→ Avocat cession entreprise
→ Avocat reprise entreprise
→ Transmission entreprise familiale avocat
FAQ on how to draw up an assignment contract
What is the difference between transfer of shares and transfer of business assets?
The sale of shares transfers the company as a whole (with its assets, liabilities and contracts).
The sale of a business concerns only the operating elements (clientele, stock, lease, etc.). The legal and tax treatment differs.
Is an online contract template enough?
No. A generic model does not take into account :
- Customized clauses,
- The tax environment,
- The legal structure chosen.
Calling in a business transfer lawyer means avoiding legal loopholes and future disputes.
Who pays for contract drafting?
This is often negotiated between the parties. In most cases, each party pays for its own advice. In some cases, however, the seller may finance the drafting of the contract if he has proposed the lawyer.
What happens if the contract is badly drafted?
Serious consequences can arise: disputes, litigation, partial cancellation of the sale, ill-defined commitments, etc. A poorly drafted contract can nullify the entire security of the transaction.
Should the seller or the buyer draw up the contract?
Both options are available. In practice, it is often the transferee who mandates a lawyer to draw up the contract, in line with the protocol signed beforehand. However, bilateral support is sometimes envisaged.
Contact a lawyer for a secure transfer
Choose legal and tax security.
Don’t entrust the drafting of your business transfer contract to an automatic generator.
✔️ Have your contract drafted by an experienced lawyer
✔️ Secure every clause of your sale
✔️ Benefit from clear, rapid and strategic support